SecProbe.io

CORRESP
 1
 filename1.htm

 idr_corresp.htm Idaho Strategic Resources, Inc. 201 N. 3 rd Street Coeur d’Alene, Idaho 83814 July 17, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Idaho Strategic Resources, Inc. Registration Statement on Form S-3 Filed May 19, 2025 File No. 333-287401 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Idaho Strategic Resources, Inc. (the “Company”) hereby requests acceleration of effectiveness of the above-referenced Registration Statement so that it will become effective at 4:30 p.m. ET on Monday, July 21, 2025, or as soon as thereafter possible. The Company authorizes Lukas D. O’Dowd of Lyons O’Dowd, PLLC, outside counsel to the Company, to verbally alter the requested date and time of effectiveness of the Registration Statement with the Securities and Exchange Commission. Please call Mr. O’Dowd at (208) 714-0487 as soon as the Registration Statement has been declared effective. Very truly yours, IDAHO STRATEGIC RESOURCES, INC. By: /s/ John Swallow John Swallow, President and Chief Executive Officer Cc: Lyons O’Dowd, PLLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 11, 2025

Grant Brackebusch
Chief Financial Officer
Idaho Strategic Resources, Inc.
201 N. Third Street
Coeur d Alene, ID 83814

 Re: Idaho Strategic Resources, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 31, 2025
 File No. 001-41320
Dear Grant Brackebusch:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 idr_corresp.htm July 3, 2025 Jenifer Gallagher Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Washington, DC 20549 Dear Jenifer Gallagher: Following are responses to the SEC’s phone conversation with us on June 27, 2025 and comments emailed to our office on May 30, 2025, relating to our correspondence letter dated May 14, 2025 for the Company’s Form 10-K for the Fiscal Year ended December 31, 2024, filed March 31, 2025, File No. 001-41320. We have discussed our planned responses with internal staff, our legal counsel, and our auditors, and submit the following responses: Form 10-K for the Fiscal Year ended December 31, 2024 Cash Costs and All-In Sustaining Costs Reconciliations to Generally Accepted Accounting Principles ("GAAP"), page 41 1. Comment: We note your response to prior comment 2 stating that sustaining capital adjustments made in computing AISC include depreciation “that sustains production activities” although you do not indicate the extent to which depreciation and amortization correlates with that criteria or identify the other components, and you have not submitted any proposed disclosure revisions. Given that your depreciation and amortization expense was $1,953,388 and $1,466,703 for 2024 and 2023, while your “sustaining capital” adjustment was $3,385,893 and $2,458,737 for these periods, further details appear to be necessary to adequately describe the composition of the adjustments. Please expand your disclosure to explain how the sustaining capital adjustments are calculated or estimated for each period, and provide specific details about the change in computation made in 2024, including quantification of the items involved and your rationale. Please clarify whether you regard all of the depreciation and amortization reported in the financial statements as a component of this adjustment or only a portion, and explain how the amount included was determined to have the quality of sustaining production activities, considering that it is a historical cost and the ability to sustain future production activities implies an incremental future cost. Please identify the other components that comprise your sustaining capital adjustments and explain how these components have changed each period and state the reasons. We reissue prior comment 2. Response: Sustaining capital is calculated by adding depreciation/amortization, plus Golden Chest development costs and subtracting amortization of Golden Chest development. The calculations for 2024 and 2023 are as follows: 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com 1 Depreciation and amortization is included because we believe it is a good estimate of property, plant, and equipment wear and tear/replacement costs that maintain the existing capacity of the assets. We included Golden Chest development costs because it is the cost required to develop the main access ramp of the mine to sustain gold production and access our reserves and resources. The amortization of Golden Chest development is excluded as that would be double counting this expense over time. Prior to the change in computation of sustaining capital, only the property, plant and equipment costs that were not financed were included and we did not include the costs to develop the main access ramp. We believe the change in computation will provide a more accurate measurement of sustaining capital. Proposed Disclosure: We propose to add the yellow highlighted sentence to our existing AISC disclosure which is on page 41 of our 2024 Form 10-K. Cash Costs and All-In Sustaining Costs Reconciliation to Generally Accepted Accounting Principles (“GAAP”) Reconciliation of cost of sales and other direct production costs and depreciation, depletion, and amortization (GAAP) to cash cost per ounce and All-In Sustaining Costs (“AISC”) per ounce (non-GAAP). The table below presents reconciliations between the most comparable GAAP measure of cost of sales and other direct production costs and depreciation, depletion, and amortization to the non-GAAP measures of cash cost per ounce produced and all in sustaining costs per ounce produced for the Company’s gold production for the years ended December 31, 2024, and 2023. The cost per ounce calculations are based on ounces produced. Upon sale, the Company typically receives payment at an average rate of 90% of ounces produced after smelting and refining charges are deducted. Cash cost per ounce is an important operating measure that we utilize to measure operating performance. AISC per ounce is an important measure that we utilize to assess net cash flow after costs for pre-development, exploration, reclamation, and sustaining capital. Current GAAP measures used in the mining industry, such as cost of goods sold do not capture all the expenditures incurred to discover, develop, and sustain gold production. During 2024, the Company changed the way sustaining capital is calculated to better reflect actual costs required to sustain mining operations. Prior periods have been restated in the table below to reflect this change. Idaho Strategic calculates sustaining capital by including depreciation and amortization as an estimate of property, plant, and equipment wear and tear necessary to maintain production capacity, plus Golden Chest capitalized development costs, net of current period amortization, to reflect expenses for sustaining mine access and gold production. Financial Statements Note 2 - Summary of Significant Accounting Policies Mine Exploration and Development Costs, page F-9 2. Comment: We understand from your response to prior comment 4 that you have used combined estimates of inferred, indicated, and measured resources as well as proven and probable reserves in calculating depreciation and amortization expense, and that you intend to include disclosure that would describe this as “utilizing a systematic manner of recoverable tonnes of mineral resources and reserves,” although you propose to discontinue the practice of including inferred resources in the computation. 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com 2 Response: Yes, we will discontinue the practice of including inferred resources in the computation of the “expected useful” life as these tonnes can be relatively uncertain and their exclusion will provide a risk-adjusted methodology in the calculation of “expected useful life.” Comment: Please explain to us whether your reference to “recoverable” tonnes is correlated with any historical adjustments to the resource and reserve estimates in determining the quantities utilized in your calculations of depreciation and amortization expense. Response: The reference to “recoverable” tonnes is not correlated to any historical adjustments to the resource and reserve estimates. Reserve and resource estimates have always contained only recoverable tonnes. Comment: Given the criteria in FASB ASC 360-10-35-4, requiring an allocation of costs over the “expected useful life” of the asset in a “systematic and rational” manner, your accounting policy related to depreciation and amortization expense should clarify the extent to which resources that are excluded from the cash flow analyses and life-of- mine plans underlying estimates of proven and probable reserves in the technical report summary, are nevertheless considered to be part of the expected useful life of the mine in allocating costs that have been capitalized (based on the units-of- production method), along with your rationale and representation in this regard. Response: Currently, the Main Access Ramp (MAR) at the Golden Chest provides the access to the proven and probable reserves and over 90% of the measured and indicated resources are located in the immediate vicinity of the MAR along the Idaho fault corridor. Given that the MAR is the largest capital expense at the mine and this ramp will provide access to the measured and indicated resources currently defined, the Company believes the “expected useful life” of the asset is greater than the reserve tonnage alone. For this reason, the Company believes that the inclusion of measured and indicated resources along with reserves is the most accurate representation of the “expected useful life” of the Golden Chest mine and is a “systemic and rational” method to calculate depreciation and amortization in accordance with FASB ASC 360-10-35-4. Comment: Under these circumstances you should also discuss this approach as a critical accounting policy in MD&A, along with further details of your rationale, to include material assumptions and uncertainties. For example, discuss the nature and type of mineralization, the degree to which continuity has been established, drill hole spacing for the respective resource categories, extent of interpolation vs. extrapolation applied in the estimations, and extent of recent conversions of resources to reserves. Response: The Golden Chest deposit is generally considered an orogenic gold system. The ore is associated with faults/veins that geologically are relatively continuous. Known cross cutting faults that control mineralization are modeled as such in the geologic model. The ore occurs in shoots that are of varying width near the Idaho fault, as such the Company applies what it considers a conservative definition of measured and indicated resources. 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com 3 All of the categories above must also meet the 2 gram per tonne cut off at the diluted minimum mining width. The mineralizing system has been drilled for 1,150 meters on strike and 360 meters down-dip. The Company feels that this illustrates the geologic continuity of the mineralizing structures. Indicated resources are 75% to 80% interpolated with the remainder extrapolated. Measured resources are 90-100% interpolated. The conversion rate of measured and indicated resources (M+I) has been approximately 40% of converted to reserves and the Company anticipates that more drilling will increase this conversion rate. Comment: If your expectations of useful life involve assumptions based on matters that are highly uncertain and reasonably likely to change, these should be identified and discussed in terms of their particular sensitivity to change, and updated each period to identify any material instances of actual experience that does not align with those assumptions and the implications. If you include resource quantities for which either economic viability has not been established, or a decision to mine has not yet been made, further details should be provided to clarify why these are appropriately considered to be part of the expected useful life of the mine, in your view. Response: The Company does not believe that its expectations of useful life are highly uncertain since it now will exclude the use of inferred resources. The use of measured and indicated resources which are both defined by SK-1300 as estimated with confidence sufficient to support mine planning and the economic evaluation of the deposit further remove uncertainty. The Company’s rules for determining measured resources, 3 samples per 25 meters search radius, and indicated resources, 2 samples per 50 meters search radius, remove highly uncertain tonnages from the amortization base. Additionally, the Company’s resource estimations are based on gold cutoff grades that are defined by economic and operating parameters such as gold price, operating costs, and metallurgical recovery which indicate economic viability and should be included in the expected useful life of the Golden Chest mine. Comment: Given the different levels of uncertainty associated with each category of resources, also clarify the extent to which you have risk adjusted the volumes, as would appear to be necessary in establishing an appropriate view on the expected useful life of the mine, for use in your calculations of depreciation and amortization expense. Response: The Company believes that by removing inferred resources from the useful life expectation of the mine that it has risk-adjusted the volumes. Additionally, the conservative estimation parameters for measured and indicated resources as mentioned above and detailed in the technical report summary further remove uncertain volumes from the expected useful life of the Golden Chest mine. Proposed Disclosure: We propose to add the yellow highlighted sentences to our existing Mine Exploration and Development Costs Note on page F-9 of our 2024 10-K. 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com 4 Mine Exploration and Development Costs The Company expenses exploration costs as such in the period they occur. The exploration stage occurs up until the point ore reserves are identified. The pre-development stage begins once the Company identifies ore reserves which is based on a determination whether an ore body can be economically developed. Expenditures incurred during the pre-development stage are capitalized as deferred development costs and include such costs for drifts, ramps, and infrastructure. Costs to improve, alter, or rehabilitate primary development assets which appreciably extend the life, increase capacity, or improve the efficiency or safety of such assets are also capitalized. The pre-development stage ends when the production stage of ore reserves begins, thus entering the secondary development stage. Drilling, and related costs are either classified as exploration, pre-development or secondary development, as defined above, and charged to operations as incurred, or capitalized, based on the following criteria: · whether the costs are incurred to further define resources or exploration targets at and adjacent to existing reserve areas or intended to assist with mine planning within a reserve area; · whether the drilling or development costs relate to an ore body that has been determined to be commercially mineable, and a decision has been made to put the ore body into commercial production; and · whether, at the time the cost is incurred: (a) the expenditure embodies a probable future benefit that involves a capacity, singly or in combination with other assets, to contribute directly or indirectly to future net cash inflows, (b) we can obtain the benefit and control others’ access to it, and (c) the transaction or event giving rise to our right to or control of the benefit has already occurred. If all of these criteria are met, drilling, development and related costs are capitalized. Drilling and development costs not meeting all of these criteria are expensed as incurred. The following factors are considered in determining whether or not the criteria listed above have been met, and capitalization of drilling and development costs is appropriate: · completion of a favorable economic study and mine plan for the ore body targeted; · authorization of development of the ore body by management and/or the Board of Directors; and · there is a justifiable expectation, based on applicable laws and regulations, that issuance of permits or resolution of legal issues and/or contractual requirements necessary for us to have the right to or control of the future benefit from the targeted ore body have been met. Amortization of development costs is calculated using the units-of-production method over the expected life as per FASB ASC 360-10-35-4. This includes the cost to define proven and probable reserves and measured and indicated resources accessible via the main access ramp. Measured resources are 90-100% interpolated, and indicated resources 75-80% interpolated, using a 2 grams per tonne gold cut-off grade at the diluted minimum mining width. Conservative estimation parameters (three samples within 25 meters for measured, two within 50 meters for indica

CORRESP
 1
 filename1.htm

 idr_corresp.htm June 13, 2025 Jenifer Gallagher Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Washington, DC 20549 Dear Jenifer Gallagher: Following are responses to the SEC’s comments emailed to our office on May 30, 2025, relating to our correspondence letter dated May 14, 2025 for the Company’s Form 10-K for the Fiscal Year ended December 31, 2024, filed March 31, 2025, File No. 001-41320. We have discussed our planned responses with internal staff, our legal counsel, and our auditors, and submit the following responses: Form 10-K for the Fiscal Year ended December 31, 2024 Cash Costs and All-In Sustaining Costs Reconciliations to Generally Accepted Accounting Principles ("GAAP"), page 41 1. Comment: We note your response to prior comment 2 stating that sustaining capital adjustments made in computing AISC include depreciation “that sustains production activities” although you do not indicate the extent to which depreciation and amortization correlates with that criteria or identify the other components, and you have not submitted any proposed disclosure revisions. Given that your depreciation and amortization expense was $1,953,388 and $1,466,703 for 2024 and 2023, while your “sustaining capital” adjustment was $3,385,893 and $2,458,737 for these periods, further details appear to be necessary to adequately describe the composition of the adjustments. Please expand your disclosure to explain how the sustaining capital adjustments are calculated or estimated for each period, and provide specific details about the change in computation made in 2024, including quantification of the items involved and your rationale. Please clarify whether you regard all of the depreciation and amortization reported in the financial statements as a component of this adjustment or only a portion, and explain how the amount included was determined to have the quality of sustaining production activities, considering that it is a historical cost and the ability to sustain future production activities implies an incremental future cost. Please identify the other components that comprise your sustaining capital adjustments and explain how these components have changed each period and state the reasons. We reissue prior comment 2. Response: Sustaining capital is calculated by adding depreciation/amortization, plus Golden Chest development costs and subtracting amortization of Golden Chest development. The calculations for 2024 and 2023 are as follows: 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com 1 Depreciation and amortization is included because we believe it is a good estimate of property, plant, and equipment wear and tear/replacement costs that maintain the existing capacity of the assets. We included Golden Chest development costs because it is the cost required to develop the main access ramp of the mine to sustain gold production and access our reserves and resources. The amortization of Golden Chest development is excluded as that would be double counting this expense over time. Prior to the change in computation of sustaining capital, only the property, plant and equipment costs that were not financed were included and we did not include the costs to develop the main access ramp. We believe the change in computation will provide a more accurate measurement of sustaining capital. Financial Statements Note 2 - Summary of Significant Accounting Policies Mine Exploration and Development Costs, page F-9 2. Comment: We understand from your response to prior comment 4 that you have used combined estimates of inferred, indicated, and measured resources as well as proven and probable reserves in calculating depreciation and amortization expense, and that you intend to include disclosure that would describe this as “utilizing a systematic manner of recoverable tonnes of mineral resources and reserves,” although you propose to discontinue the practice of including inferred resources in the computation. Response: Yes, we will discontinue the practice of including inferred resources in the computation of the “expected useful” life as these tonnes can be relatively uncertain and their exclusion will provide a risk-adjusted methodology in the calculation of “expected useful life.” Comment: Please explain to us whether your reference to “recoverable” tonnes is correlated with any historical adjustments to the resource and reserve estimates in determining the quantities utilized in your calculations of depreciation and amortization expense. Response: The reference to “recoverable” tonnes is not correlated to any historical adjustments to the resource and reserve estimates. Reserve and resource estimates have always contained only recoverable tonnes. Comment: Given the criteria in FASB ASC 360-10-35-4, requiring an allocation of costs over the “expected useful life” of the asset in a “systematic and rational” manner, your accounting policy related to depreciation and amortization expense should clarify the extent to which resources that are excluded from the cash flow analyses and life-of- mine plans underlying estimates of proven and probable reserves in the technical report summary, are nevertheless considered to be part of the expected useful life of the mine in allocating costs that have been capitalized (based on the units-of- production method), along with your rationale and representation in this regard. 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com 2 Response: Currently, the Main Access Ramp (MAR) at the Golden Chest provides the access to the proven and probable reserves and over 90% of the measured and indicated resources are located in the immediate vicinity of the MAR along the Idaho fault corridor. Given that the MAR is the largest capital expense at the mine and this ramp will provide access to the measured and indicated resources currently defined, the Company believes the “expected useful life” of the asset is greater than the reserve tonnage alone. For this reason, the Company believes that the inclusion of measured and indicated resources along with reserves is the most accurate representation of the “expected useful life” of the Golden Chest mine and is a “systemic and rational” method to calculate depreciation and amortization in accordance with FASB ASC 360-10-35-4. Comment: Under these circumstances you should also discuss this approach as a critical accounting policy in MD&A, along with further details of your rationale, to include material assumptions and uncertainties. For example, discuss the nature and type of mineralization, the degree to which continuity has been established, drill hole spacing for the respective resource categories, extent of interpolation vs. extrapolation applied in the estimations, and extent of recent conversions of resources to reserves. Response: The Golden Chest deposit is generally considered an orogenic gold system. The ore is associated with faults/veins that geologically are relatively continuous. Known cross cutting faults that control mineralization are modeled as such in the geologic model. The ore occurs in shoots that are of varying width near the Idaho fault, as such the Company applies what it considers a conservative definition of measured and indicated resources. All of the categories above must also meet the 2 gram per tonne cut off at the diluted minimum mining width. The mineralizing system has been drilled for 1,150 meters on strike and 360 meters down-dip. The Company feels that this illustrates the geologic continuity of the mineralizing structures. Indicated resources are 75% to 80% interpolated with the remainder extrapolated. Measured resources are 90-100% interpolated. The conversion rate of measured and indicated resources (M+I) has been approximately 40% of converted to reserves and the Company anticipates that more drilling will increase this conversion rate. Comment: If your expectations of useful life involve assumptions based on matters that are highly uncertain and reasonably likely to change, these should be identified and discussed in terms of their particular sensitivity to change, and updated each period to identify any material instances of actual experience that does not align with those assumptions and the implications. If you include resource quantities for which either economic viability has not been established, or a decision to mine has not yet been made, further details should be provided to clarify why these are appropriately considered to be part of the expected useful life of the mine, in your view. 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com 3 Response: The Company does not believe that its expectations of useful life are highly uncertain since it now will exclude the use of inferred resources. The use of measured and indicated resources which are both defined by SK-1300 as estimated with confidence sufficient to support mine planning and the economic evaluation of the deposit further remove uncertainty. The Company’s rules for determining measured resources, 3 samples per 25 meters search radius, and indicated resources, 2 samples per 50 meters search radius, remove highly uncertain tonnages from the amortization base. Additionally, the Company’s resource estimations are based on gold cutoff grades that are defined by economic and operating parameters such as gold price, operating costs, and metallurgical recovery which indicate economic viability and should be included in the expected useful life of the Golden Chest mine. Comment: Given the different levels of uncertainty associated with each category of resources, also clarify the extent to which you have risk adjusted the volumes, as would appear to be necessary in establishing an appropriate view on the expected useful life of the mine, for use in your calculations of depreciation and amortization expense. Response: The Company believes that by removing inferred resources from the useful life expectation of the mine that it has risk-adjusted the volumes. Additionally, the conservative estimation parameters for measured and indicated resources as mentioned above and detailed in the technical report summary further remove uncertain volumes from the expected useful life of the Golden Chest mine. Closing Comments In accordance with the Staff’s request, we acknowledge that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We hope that our response adequately addresses the Staff’s comments and respectfully request that the Staff advise us at its earliest convenience if the Staff believes that any of the responses set forth in this letter are incomplete or unsatisfactory or if the Staff has any further comments on our filings. Sincerely, /s/ Grant Brackebusch Vice President, Chief Financial Officer 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 30, 2025

Grant Brackebusch
Chief Financial Officer
Idaho Strategic Resources, Inc.
201 N. Third Street
Coeur d Alene, ID 83814

 Re: Idaho Strategic Resources, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Response Dated May 14, 2025
 File No. 001-41320
Dear Grant Brackebusch:

 We have reviewed your May 14, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our April 30,
2025 letter.

Form 10-K for the Fiscal Year ended December 31, 2024
Cash Costs and All-In Sustaining Costs Reconciliations to Generally Accepted
Accounting
Principles ("GAAP"), page 41

1. We note your response to prior comment 2 stating that sustaining capital
adjustments
 made in computing AISC include depreciation that sustains production
 activities although you do not indicate the extent to which
depreciation and
 amortization correlates with that criteria or identify the other
components, and you
 have not submitted any proposed disclosure revisions.

 Given that your depreciation and amortization expense was $1,953,388 and
 $1,466,703 for 2024 and 2023, while your sustaining capital
adjustment was
 $3,385,893 and $2,458,737 for these periods, further details appear to
be necessary to
 adequately describe the composition of the adjustments.
 May 30, 2025
Page 2

 Please expand your disclosure to explain how the sustaining capital
adjustments are
 calculated or estimated for each period, and provide specific details
about the change
 in computation made in 2024, including quantification of the items
involved and your
 rationale. Please clarify whether you regard all of the depreciation and
amortization
 reported in the financial statements as a component of this adjustment or
only a
 portion, and explain how the amount included was determined to have the
quality of
 sustaining production activities, considering that it is a historical
cost and the ability to
 sustain future production activities implies an incremental future cost.

 Please identify the other components that comprise your sustaining
capital
 adjustments and explain how these components have changed each period and
state
 the reasons. We reissue prior comment 2.

Financial Statements
Note 2 - Summary of Significant Accounting Policies Mine Exploration and
Development
Costs, page F-9

2. We understand from your response to prior comment 4 that you have used
combined
 estimates of inferred, indicated, and measured resources as well as
proven and
 probable reserves in calculating depreciation and amortization expense,
and that you
 intend to include disclosure that would describe this as utilizing a
systematic manner
 of recoverable tonnes of mineral resources and reserves, although you
propose to
 discontinue the practice of including inferred resources in the
computation.

 Please explain to us whether your reference to recoverable tonnes
is correlated with
 any historical adjustments to the resource and reserve estimates in
determining the
 quantities utilized in your calculations of depreciation and amortization
expense.

 Given the criteria in FASB ASC 360-10-35-4, requiring an allocation of
costs over the
 expected useful life of the asset in a systematic and rational
 manner, your
 accounting policy related to depreciation and amortization expense should
clarify the
 extent to which resources that are excluded from the cash flow analyses
and life-of-
 mine plans underlying estimates of proven and probable reserves in the
technical
 report summary, are nevertheless considered to be part of the expected
useful life of
 the mine in allocating costs that have been capitalized (based on the
units-of-
 production method), along with your rationale and representation in this
regard.

 Under these circumstances you should also discuss this approach as a
critical
 accounting policy in MD&A, along with further details of your rationale,
to include
 material assumptions and uncertainties. For example, discuss the nature
and type of
 mineralization, the degree to which continuity has been established,
drill hole spacing
 for the respective resource categories, extent of interpolation vs.
extrapolation applied
 in the estimatations, and extent of recent conversions of resources to
reserves.
 May 30, 2025
Page 3

 If your expectations of useful life involve assumptions based on matters
that are
 highlty uncertain and reasonably likely to change, these should be
identified and
 discussed in terms of their particular sensitivity to change, and
updated each period to
 identify any material instances of actual experience that does not align
with those
 assumptions and the implications. If you include resource quantities for
which either
 economic viability has not been established, or a decision to mine has
not yet been
 made, further details should be provided to clarify why these are
appropriately
 considered to be part of the expected useful life of the mine, in your
view.

 Given the different levels of uncertainty associated with each category
of resources,
 also clarify the extent to which you have risk adjusted the volumes, as
would appear
 to be necessary in establishing an appropriate view on the expected
useful life of the
 mine, for use in your calculations of depreciation and amortization
expense.

 Please submit the revisions that you propose to each section of the
filing to address
 the concerns outlined in each comment above along with your response.

 Please contact Jenifer Gallagher at 202-551-3706 or Gus Rodriguez at
202-551-3752
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 27, 2025

John Swallow
President and Chief Executive Officer
Idaho Strategic Resources, Inc.
201 N. 3rd Street
Coeur d Alene, ID 83814

 Re: Idaho Strategic Resources, Inc.
 Registration Statement on Form S-3
 Filed May 19, 2025
 File No. 333-287401
Dear John Swallow:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Anuja Majmudar at 202-551-3844 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Luke O Dowd
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 idr_corresp.htm May 14, 2025 Jenifer Gallagher Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Washington, DC 20549 Dear Jenifer Gallagher: Following are responses to the SEC’s comments emailed to our office on April 30, 2025, relating to the Company’s Form 10-K for the Fiscal Year ended December 31, 2024, filed March 31, 2025, File No. 001-41320. We have discussed our planned responses with internal staff, our legal counsel, and our auditors, and submit the following responses: Form 10-K for the Fiscal Year ended December 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 40 1. Comment: We note your disclosure indicating that revenue from concentrate sales in 2024 increased 88.7% compared to 2023 due to multiple factors, including more ounces of gold sold as well as higher gold prices during the more recent period. Please expand your discussion and analysis of revenue to separately quantify the change in revenue that is attributable to (i) the change in the price of gold and (ii) the change in quantities sold, to comply with Item 303(b)(2)(iii) of Regulation S-X. To provide context for the discussion and analysis, regarding the impact that changes in gold prices have had on your revenues, please include the average realized gold prices for the years ended December 31, 2023 and 2024. Response: The following is an example of an expansion of the discussion on the increase in revenue based on increased gold sales and higher gold prices. Revenue from concentrate sales increased 88.7% to $25,765,373 for the year ending December 31, 2024, compared to $13,656,733 for the comparable period in 2023. 48.6% of the increase in revenue was due to higher gold prices and 51.4% of the increase was due to selling more gold. The average realized gold prices on concentrate sales was $2,306.86 for the year ended December 31, 2024, compared to $1,779.84 for the year ended December 31, 2023. Ore from the H-vein is anticipated to be the primary source of ore for 2025, as it was in 2024. 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com 1 Cash Costs and All-In Sustaining Costs Reconciliations to Generally Accepted Accounting Principles ("GAAP"), page 41 2. Comment: We note your disclosure of the non-GAAP measure, All-in Sustaining Costs (AISC), indicating you changed the manner of computation in 2024. Please expand your disclosure to describe the types of expenditures that you regard as sustaining capital, versus non-sustaining capital, for purposes of calculating AISC, to include the distinguishing characteristics and your rationale. Response: Sustaining capital includes depreciation on equipment and capitalized development at the Golden Chest Mine that sustains production activities. We feel that these expenditures are necessary to maintain our current and planned production for the foreseeable future. The utilization of depreciation allows us to capture these costs over the life of the assets involved. Controls and Procedures Disclosure of Controls and Procedures, page 42 3. Comment: We note your disclosure stating that your President also serves as your Chief Accounting Officer and has evaluated the effectiveness of the design and operation of your disclosure controls and procedures. However, you have disclosure on page 43 identifying a separate individual who serves as Chief Financial Officer, and you have filed certifications that pertain to such evaluation at Exhibits 31.1 and 31.2, indicating that both your President/Chief Executive Office and the Chief Financial Officer were involved. Please revise your disclosure to clarify the role of both officers in evaluating the effectiveness of your disclosure controls and procedures, whose participation would ordinarily be required to comply with Item 307 of Regulation S-K. Response: The Company’s current evaluation of disclosure controls and procedures is the responsibility of both the Company’s President, who also serves as Chief Executive Officer, and the Vice President, who also serves as Chief Financial Officer. Item 9A mistakenly only included the Company’s President and Item 9A should be expanded to reflect the involvement of both individuals in the evaluation process. Financial Statements Note 2 - Summary of Significant Accounting Policies Mine Exploration and Development Costs, page F-9 4. Comment: We note that you amortize acquisition costs for mineral properties using the unit of production method based on estimated reserves although you amortize development costs based on estimated recoverable resources. Please revise as necessary to address the following points regarding your amortization base and accounting policy for development costs: · Clarify whether the measure of resources being utilized is inclusive of reserves. Response: Yes, the measure of resources being utilized is inclusive of reserves. · Describe the reasons that proven and probable reserves alone are not utilized as the basis for computing the amortization of development costs. 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com 2 Response: The Company utilizes conservative estimation parameters in the calculation of proven and probable reserves, given the Golden Chest is a narrow vein gold deposit, which can make it difficult to estimate the life of mine reserves. In recent years, we have had only two years of proven and probable reserves; however, we increased this to four years for the year ending December 31, 2024, due to additional data gathered during mining operations. As we learn more about the mine's geology through mining operations, we have consistently converted measured and indicated resources to reserves as additional data has been gathered to support this conversion. Some, but not all, inferred resources have been converted to measured resources. The use of only proven and probable reserves as the basis for computing amortization and development costs would result in large, inaccurate amounts of amortization not reflective of the Company’s historic recovery and conversion of resources to reserves based on information gathered while mining that extends the asset’s useful life. Given the conservative nature of the Company’s mineral estimation procedures and the success of converting measured and indicated resources to reserves, the Company believes the use of measured and indicated resources with a high likelihood of being recoverable, inclusive of proven and probable reserves is a systematic and rational method for calculating amortization of development cost. · Identify the types of resources that are included in the amortization base, as to any measured, indicated and inferred resources. · Explain how the amortization base reflects the differing levels of confidence among the various categories of reserves and resources. If inferred resources are included in the amortization base, tell us how the level of uncertainty about tonnage, grade and mineral content, and the corresponding low level of confidence as to economic producibility, were considered in deciding that inclusion would be consistent with the general requirement in FASB ASC 360-10-35, to allocate cost over the expected useful life in a systematic and rational manner. With regard to any category of resources included within the amortization base, clarify how you considered the different levels of confidence attributed to each of the three categories of resources within the corresponding definitions in Item 1300 of Regulation S-K, in determining the base represented an appropriate useful life. Response: Despite the discrepancy in language, Mineral Properties and Mine Exploration and Mine Development Costs (when appropriate to be capitalized) are amortized using tonnes of recoverable mineral resources and reserves. The resources included are measured, indicated, and inferred. While FASB ASC 360-10-35 does not, to the best of our knowledge, specify what should be used as the basis for a useful life, it does require that the cost be spread over the expected useful life and that the basis should be utilized in a systematic and rational matter. We have been utilizing a systematic manner of recoverable tonnes of mineral resources and reserves and propose that we modify the language in the Mineral Properties and Mine Exploration and Mine Development Costs to reflect that. The 743,793 inferred resource tonnes utilized in the 2024 depreciation calculations were 38% of the 1,943,425 total, which included reserves as well as measured and indicated resources. Had we not included the inferred resource tonnes, the useful life tonnes would have 1,199,632, resulting in an increase in depreciation expense of $72,873. This increased expense would increase depreciation of the Golden Chest Property from $117,534 to $190,407. Although this increase is likely immaterial, we propose discontinuing the use of inferred resources going forward for the calculation of our amortization costs. 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com 3 Exhibits 5. Comment: The certifications at Exhibits 31.1 and 31.2 should be modified as necessary to adhere to the prescribe language in Item 601(b)(31) of Regulation S-K. For example, paragraphs 4 and 5 should include the phrase "The registrant’s other certifying officer(s) and I" to acknowledge the joint effort that is required. Response: We will modify exhibits 31.1 and 31.2 paragraph 4 and 5 to include the “The registrant’s other certifying officers (s) and I” and other relevant references from the singular to plural to acknowledge the joint effort required. Closing Comments In accordance with the Staff’s request, we acknowledge that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We hope that our response adequately addresses the Staff’s comments and respectfully request that the Staff advise us at its earliest convenience if the Staff believes that any of the responses set forth in this letter are incomplete or unsatisfactory or if the Staff has any further comments on our filings. Sincerely, /s/ Grant Brackebusch Vice President, Chief Financial Officer 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 30, 2025

Grant Brackebusch
Chief Financial Officer
Idaho Strategic Resources, Inc.
201 N. Third Street
Coeur d Alene, ID 83814

 Re: Idaho Strategic Resources, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 31, 2025
 File No. 001-41320
Dear Grant Brackebusch:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 40

1. We note your disclosure indicating that revenue from concentrate sales
in 2024
 increased 88.7% compared to 2023 due to multiple factors, including more
ounces of
 gold sold as well as higher gold prices during the more recent period.

 Please expand your discussion and analysis of revenue to separately
quantify
 the change in revenue that is attributable to (i) the change in the
price of gold and (ii)
 the change in quantities sold, to comply with Item 303(b)(2)(iii) of
Regulation S-X.

 To provide context for the discussion and analysis, regarding the impact
that changes
 in gold prices have had on your revenues, please include the average
realized gold
 prices for the years ended December 31, 2023 and 2024.
 April 30, 2025
Page 2

Cash Costs and All-In Sustaining Costs Reconciliations to Generally Accepted
Accounting
Principles ("GAAP"), page 41

2. We note your disclosure of the non-GAAP measure, All-in Sustaining Costs
 (AISC), indicating you changed the manner of computation in 2024.

 Please expand your disclosure to describe the types of expenditures that
you regard as
 sustaining capital, versus non-sustaining capital, for purposes of
calculating AISC, to
 include the distinguishing characteristics and your rationale.

Controls and Procedures
Disclosure of Controls and Procedures, page 42

3. We note your disclosure stating that your President also serves as your
Chief
 Accounting Officer and has evaluated the effectiveness of the design and
operation of
 your disclosure controls and procedures.

 However, you have disclosure on page 43 identifying a separate
individual who
 serves as Chief Financial Officer, and you have filed certifications
that pertain to
 such evaluation at Exhibits 31.1 and 31.2, indicating that both your
President/Chief
 Executive Office and the Chief Financial Officer were involved.

 Please revise your disclosure to clarify the role of both officers in
evaluating the
 effectiveness of your disclosure controls and procedures, whose
participation would
 ordinarily be required to comply with Item 307 of Regulation S-K.

Financial Statements
Note 2 - Summary of Significant Accounting Policies
Mine Exploration and Development Costs, page F-9

4. We note that you amortize acquisition costs for mineral properties using
the unit of
 production method based on estimated reserves although you amortize
development
 costs based on estimated recoverable resources.

 Please revise as necessary to address the following points regarding
your amortization
 base and accounting policy for development costs:

 Clarify whether the measure of resources being utilized is
inclusive of reserves.

 Describe the reasons that proven and probable reserves alone are
not utlized as the
 basis for computing the amortization of development costs.

 Identify the types of resources that are included in the
amortization base, as to any
 measured, indicated and inferred resources.
 April 30, 2025
Page 3

 Explain how the amortization base reflects the differing levels of
confidence
 among the various categories of reserves and resources.

 If inferred resources are included in the amortization base, tell us how
the level of
 uncertainty about tonnage, grade and mineral content, and the
corresponding low level
 of confidence as to economic producibility, were considered in deciding
that inclusion
 would be consistent with the general requirement in FASB ASC 360-10-35,
to
 allocate cost over the expected useful life in a systematic and rational
manner.

 With regard to any category of resources included within the
amortization base,
 clarify how you considered the different levels of confidence attributed
to each of the
 three categories of resources within the corresponding definitions in
Item 1300 of
 Regulation S-K, in determining the base represented an appropriate
useful life.

Exhibits

5. The certifications at Exhibits 31.1 and 31.2 should be modified as
necessary to adhere
 to the prescribe language in Item 601(b)(31) of Regulation S-K. For
example,
 paragraphs 4 and 5 should include the phrase "The registrant s other
certifying
 officer(s) and I" to acknowledge the joint effort that is required.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Jenifer Gallagher at 202-551-3706 or Gus Rodriguez at
202-551-3752
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

njmc_corresp.htm

 Idaho Strategic Resources, Inc.

 201 N. 3rd Street

 Coeur d’Alene, Idaho 83814

 November 20, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

   Idaho Strategic Resources, Inc.

   Registration Statement on Form S-3

 Filed November 13, 2023

 File No. 333-275469

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Idaho Strategic Resources, Inc. (the “Company”) hereby requests acceleration of effectiveness of the above-referenced Registration Statement so that it will become effective at 4:30 p.m. ET on Monday, November 27, 2023, or as soon as thereafter possible.

 The Company authorizes Lukas D. O’Dowd of Lyons O’Dowd, PLLC, outside counsel to the Company, to verbally alter the requested date and time of effectiveness of the Registration Statement with the Securities and Exchange Commission. Please call Mr. O’Dowd at (208) 714-0487 as soon as the Registration Statement has been declared effective.

   Very truly yours,

 IDAHO STRATEGIC RESOURCES, INC.

   By:

   /s/ John Swallow

   John Swallow,

 President and Chief Executive Officer

 Cc: Lyons O’Dowd, PLLC

United States securities and exchange commission logo
November 16, 2023
John Swallow
President & CEO
Idaho Strategic Resources, Inc.
201 N. 3RD Street
Coeur d’Alene, ID 83814
Re:Idaho Strategic Resources, Inc.
Registration Statement on Form S-3
Filed November 13, 2023
File No. 333-275469
Dear John Swallow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy S. Levenberg, Special Counsel, at 202-551-3707 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Lukas O’Dowd, Esq., of Lyons O’Dowd, PLLC

United States securities and exchange commission logo
December 12, 2022
Grant Brackebusch
Vice President, Chief Financial Officer
Idaho Strategic Resources, Inc.
201 N. Third Street
Coeur d’Alene, ID 83814
Re:Idaho Strategic Resources, Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 31, 2022
File No. 001-41320
Dear Grant Brackebusch:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

njmc_corresp.htm

 November 17, 2022

 Karl Hiller

 Branch Chief

 Division of Corporation Finance

 Office of Energy & Transportation

 United States Securities and Exchange Commission

 Washington, DC 20549

   Re:

   Idaho Strategic Resources, Inc.

   Form 10-K for the Fiscal Year ended December 31, 2021 Filed March 31, 2022

   File No. 001-41320

  Dear Mr. Hiller:

 Following are responses to the SEC’s comments emailed to our office on November 7, 2022 regarding our response that was dated October 14, 2022 to your original comments dated September 9, 2022. We have discussed our planned responses with internal staff, our legal counsel, and our auditors and submit the following responses. I believe we have responded fully to the comments made by SEC.

 Form 10-K for the Fiscal Year ended December 31, 2021 Geology & Mineralization, page 20

 1. Comment: We note that you submitted a proposed amendment to your Form 10-K and an updated technical report summary in response to our prior comments. However, the production from your open pit mining operations does not appear to be addressed or supported by either a reserve or resource estimate in either report.

 Please discuss this concern with your third party engineer and arrange to provide a brief explanation for this situation in both your filing and the technical report summary, also highlighting the outlook and uncertain nature of continued open pit operations.

 Response: We will expand our disclosures in our proposed amended 10-K and our updated technical report summary to include the following statement: “No open pit ore reserves were calculated for the year ending December 31, 2021. The Klondike open pit is an area with a low density of core drilling and extensive, unmapped stopes (mined-out voids) from historic mining that make it difficult to produce an accurate reserve estimate. The open pit is mined on a drill-as-you-go basis where each bench is economically evaluated based on the blastholes assays to determine whether enough revenue will be available to generate a profit for the bench. These factors combine to make the outlook for continued open pit mining relatively uncertain.”

 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com

 Exhibit 96.1 Technical Report Summary for the Golden Chest Mine

 Section 13-Mining Methods, page ES-13

 2. Comment: We note that the illustration in Figure 13-1 for the Golden Chest Mine Long Section does not clearly depict the active mining areas, stopes or final mine outline.

 Please include a map that clearly shows these features to comply with Item 601(b)(96)(iii)(B)(13)(v) of Regulation S-K.

 Response: Please see revised Figure 13-1, Golden Chest Mine Long Section which will be included in the updated technical report summary.

 Closing Comments

 In accordance with the Staff’s request, we acknowledge that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action, or absence of action by the staff.

 We hope that our response adequately addresses the Staff’s comments and respectfully request that the Staff advise us at its earliest convenience if the Staff believes that any of the responses set forth in this letter are incomplete or unsatisfactory or if the Staff has any further comments on our filings.

 Sincerely,

 /s/ Grant Brackebusch

 Vice President, Chief Financial Officer

 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com

   2

United States securities and exchange commission logo
November 7, 2022
Grant Brackebusch
Vice President, Chief Financial Officer
Idaho Strategic Resources, Inc.
201 N. Third Street
Coeur d’Alene, ID 83814
Re:Idaho Strategic Resources, Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 31, 2022
File No. 001-41320
Dear Grant Brackebusch:
            We have reviewed your October 14, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 9, 2022 letter.
Form 10-K for the Fiscal Year ended December 31, 2021
Geology & Mineralization, page 20
1.We not that you submitted a proposed amendment to your Form 10-K and an updated
technical report summary in response to our prior comments.  However, the production
from your open pit mining operations does not appear to be addressed or supported by
either a reserve or resource estimate in either report.

Please discuss this concern with your third party engineer and arrange to provide a brief
explanation for this situation in both your filing and the technical report summary, also
highlighting the outlook and uncertain nature of continued open pit operations.

 FirstName LastNameGrant Brackebusch
 Comapany NameIdaho Strategic Resources, Inc.
 November 7, 2022 Page 2
 FirstName LastName
Grant Brackebusch
Idaho Strategic Resources, Inc.
November 7, 2022
Page 2
Exhibit 96.1 Technical Report Summary for the Golden Chest Mine
Section 13 - Mining Methods, page ES-13
2.We note that the illustration in Figure 13-1 for the Golden Chest Mine Long Section does
not clearly depict the active mining areas, stopes or final mine outline.

Please include a map that clearly shows these features to comply with Item
601(b)(96)(iii)(B)(13)(v) of Regulation S-K.
            You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 if you have
questions regarding comments on the financial statements and related matters.  You may contact
Ken Schuler, Mining Engineer, at (202) 551-3718 if you have questions regarding comment on
your mineral property related disclosures.
            Please contact Karl Hiller, Branch Chief, at (202) 551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

njmc_corresp

October
14, 2022

Karl
Hiller

Branch
Chief

Division
of Corporation Finance

Office
of Energy & Transportation

United
States Securities and Exchange Commission

Washington,
DC 20549

Dear
Mr. Hiller:

Following
are responses to the SEC’s comments emailed to our office on
September 9, 2022 and the follow up call on September 15, 2022
relating to the Company’s 2021 Form 10-K for the Fiscal Year
ended December 31, 2021 filed March 31, 2022, File No. 001-41320.
We have discussed our planned responses with internal staff, our
legal counsel, and our auditors and submit the following responses.
I believe we have responded fully to the comments made by
SEC.

Form 10-K for the Fiscal Year ended December 31, 2021
Description of Properties,
page 10

1.

Comment: We note that you appear to
describe two or more material property interests in this section,
considering the status of your Golden Chest Mine, and recent
activity on, and amounts capitalized for, the Alder Gulch
Project.

Please
expand your disclosures to include the summary information
prescribed by Item 1303(b) of Regulation S-K, which should cover
all of your property interests in addition to those that are
subject to Item 1304(a) of Regulation S-K.

Response: We have expanded our
disclosures in the draft of our proposed amended 10-K to include
the summary information prescribed by Items 1303(b) and 1304(a) of
Regulation S-K.

Geology & Mineralization, page 12

2.

Comment: We note that you have
disclosure associated with your 2021 reserve update on page 12,
including the 2.0 g/t cutoff grade, though do not provide adequate
details regarding the underlying calculation, including the inputs
and assumptions being made.

Please
expand your disclosures to provide a discussion of this calculation
including the appropriate modifying factors and associated
rationale.

Response: We have added the following
disclosure and detail regarding the underlying calculation to the
draft of our proposed amended 10-K.

201 N. Third Street Coeur
d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com

Two
cut-off grades are used for stope planning, the go/no-go cut-off
and the in-stope cut-off. The go/no-go cut-off represents any
material that has the potential to be mined but does not have to be
mined as part of the operational plan. The go/no-go cut-off is used
for initial stope planning as any given stope or sublevel does not
have to be mined and should only be mined if it is economic. The
go/no-go cut-off is equation is presented in Equation
1.

Equation 1 go/no-go cut-off

Go/No-Go Cut-off Parameters

The
backfill costs are included in the mining cost in the above Table.
This formula yields a value of 3.18 gpt for the cut-off and was
rounded down to 3.0 gpt for a more natural break.

The
in-stope cut-off is used when material in a previously defined
stope must be mined to reach higher grades. In this scenario the
mining cost is considered sunk and is omitted from Equation 1 as
the cost was incurred regardless of the ore/waste determination at
the face. Evaluating equation 1 omitting mining cost yields a value
of 1.09 gpt which was raised to 2.0 gpt to be more selective in the
mining process.

For more information,
see Section 12-2 of Exhibit 96.1, the Technical Report Summary on
the Golden Chest Mine, Idaho, prepared for the Company by the
Qualified Person under Section 1300 of SEC Regulation S-K
(QP), Grant Brackebusch, P.E. who is the qualified
person.

3.

Comment: We note that you report
reserves as of December 31, 2021 for the Golden Chest Mine on page
12 and have filed a related Memo at Exhibit 99.2.

Please
file a Technical Report Summary for your resource/reserve
properties that conforms to Item 601(b)(96) of Regulation S-K as
required by Item 1302(b).

Response: We have uploaded a technical
report summary through our Accellion/Kiteworks account for your
review.

4.

We note that you
provide some individual property disclosures on pages 9 through 19
although without all of the prescribed information.

201 N. Third Street Coeur
d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com

Comment: Please modify your disclosures
as necessary to differentiate between material and non- material
property interests, considering the guidance in Item 1301(c) of
Regulation S-K, and provide all of the required information for
your material properties to comply with Item 1304(b) of Regulation
S-K.

For
example, you must identify the location of material properties on a
map that is accurate to within one mile, using an easily
recognizable coordinate system, pursuant to Item 1304(b)(1)(i) of
Regulation S-K.

If you
do not have all of the information that would ordinarily be
disclosed to comply with this guidance, disclose the nature and
scope of any such limitations.

Response: We have updated our property
disclosures in the attached proposed draft of our amended 10-K to
consider the guidance from Item 1301(c) and 1304(b) of Regulation
S-K including differentiation between material and non-material
properties and included maps identifying the locations for material
properties.

Management's Discussion and Analysis of Financial Condition and
Results of Operations Results of Operations, page
25

5.

Comment: We note you report that
revenues and gross profit were both higher in 2021 compared to 2020
as a result of an increase in gold grade and tonnes processed at
the mill.

Given
that revenue was 34.5% higher than in the preceding year, and gross
profit as a percentage of sales was 6.4% in 2021 compared to 1.2%
in 2020, further details should be provided to address any material
changes in prices and costs, and to address the indicative value of
your reported financial information. For example, indicate the
timeframe over which you expect these more favorable conditions to
prevail, improve, or decline.

This
may require descriptions of trends, events and uncertainties that
have had a material impact on reported operations, or that are
reasonably likely to have a material impact on future operations,
to comply with Item 303(a), (b) and (b)(2) of Regulation
S-K.

For
example, given that you attribute these increases to higher volumes
and higher grades of ore, indicate how long you plan to be mining
higher volumes and higher grades of ore before these are depleted
or mining shifts to lower-grade deposits.

Also
address the extent to which cost of sales are correlated with
tonnes milled as opposed to mineral content or grade of ore being
mined, to facilitate an understanding of changes

in
gross profit as a percentage of sales; and explain how
treatment/smelter and refining charges are determined and address
any material changes or variability in such costs.

201 N. Third Street Coeur
d’Alene, ID 83814, Phone (208) 625-9001, www.idahostrategic.com

Response: We have expanded our comments
with regards to both revenues and gross profits. As
follows:

Revenue
from gold concentrate sales was $7,630,416 for the year ending
December 31, 2021, compared to $5,674,947 for the comparable period
in 2020. The increase in revenue from mining operations is the
result of an increase in tonnes processed at the mill and a higher
ratio of underground to open pit ore processed at the mill,
resulting in a higher average gold grade. We are anticipating this
higher underground ore ratio to continue for the foreseeable
future.

Gross
profit in 2021 was $487,877 compared to $67,546 in 2020 providing
an increase in gross profit as a percentage of sales from 1.2% in
2020 to 6.4% in 2021. The percentage increase is largely due to the
higher gold grade processed at the mill, as well as increased
mining efficiency from our new underground equipment placed in
service during the year.

Financial Statements

Report of Independent Registered Public Accounting Firm, page
27

6.

Comment: We note that the audit report
from the independent public accounting firm on page 27 is addressed
to the shareholders of New Jersey Mining Company, and refers to the
financial statements of New Jersey Mining Company in the first
paragraph of the opinion.

Auditing Standard
3101.08 requires that the audit report include the name of the
company whose financial statements were audited. As you report
having changed the company name to Idaho Strategic Resources, Inc.
on December 6, 2021, please obtain and file a revised audit report
that refers to the company name in effect when issued.

Response: We have included an updated
audit report with the company name as of the date of filing in the
draft of our proposed amended 10-K.

Closing Comments

In
accordance with the Staff’s request, we acknowledge that the
company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.

We hope
that our response adequately addresses the Staff’s comments
and respectfully request that the Staff advise us at its earliest
convenience if the Staff believes that any of the responses set
forth in this letter are incomplete or unsatisfactory or if the
Staff has any further comments on our filings.

Sincerely,

/s/
Grant Brackebusch

Vice
President, Chief Financial Officer

 201 N. Third Street Coeur d’Alene, ID 83814, Phone (208)
625-9001, www.idahostrategic.com

Exhibit 23.1

Consent of Qualified Person

In
connection with the Idaho Strategic Resources, Inc. Annual Report
on Form 10-K for the year ended December 31, 2021 and any
amendments or supplements and/or exhibits thereto (collectively,
the “Form 10-K”), the undersigned consents
to:

(i) the
filing and use of the technical report summary titled
“Technical Report Summary For The Golden Chest Mine, Idaho,
U.S.A.” (the “TRS”), with an effective date of
December 31, 2021, as an exhibit to and referenced in the Form
10-K;

(ii)
the incorporation by reference of the TRS in the Registration
Statements on Form S--3, as amended (Registration No. 333-264647)
(the “Registration Statement”):

(iii)
the use of and references to our name, including our status as an
expert or “qualified person” (as defined in Subpart
1300 of Regulation S-K promulgated by the Securities and Exchange
Commission), in connection with the TRS, Form 10-K and the
Registration Statement; and

(iv)
any extracts or summaries of the TRS included or incorporated by
reference in the Form 10-K and the Registration Statement, and the
use of any information derived, summarized, quoted or referenced
from the TRS, or portions thereof, that was prepared by us, that we
supervised the preparation of, and/or that was reviewed and
approved by us, that is included or incorporated by reference in
the Form 10-K and the Registration Statement.

Dated:
October 14, 2022

By: /s/
Grant Brackebusch, P.E.

Name:
Grant Brackebusch

Exhibit 23.2

Consent of Qualified Person

In
connection with the Idaho Strategic Resources, Inc. Annual Report
on Form 10-K for the year ended December 31, 2021 and any
amendments or supplements and/or exhibits thereto (collectively,
the “Form 10-K”), the undersigned consents
to:

(i) the
filing and use of the technical report summary titled
“Technical Report Summary For The Golden Chest Mine, Idaho,
U.S.A.” (the “TRS”), with an effective date of
December 31, 2021, as an exhibit to and referenced in the Form
10-K;

(ii)
the incorporation by reference of the TRS in the Registration
Statements on Form S--3, as amended (Registration No. 333-264647)
(the “Registration Statement”):

(iii)
the use of and references to our name, including our status as an
expert or “qualified person” (as defined in Subpart
1300 of Regulation S-K promulgated by the Securities and Exchange
Commission), in connection with the TRS, Form 10-K and the
Registration Statement; and

(iv)
any extracts or summaries of the TRS included or incorporated by
reference in the Form 10-K and the Registration Statement, and the
use of any information derived, summarized, quoted or referenced
from the TRS, or portions thereof, that was prepared by us, that we
supervised the preparation of, and/or that was reviewed and
approved by us, that is included or incorporated by reference in
the Form 10-K and the Registration Statement.

Dated:
October 14, 2022

By: /s/
Robert John Morgan, PG, PLS.

Name:
Robert John Morgan

United States securities and exchange commission logo
September 9, 2022
Grant Brackebusch
Vice President, Chief Financial Officer
Idaho Strategic Resources, Inc.
201 N. Third Street
Coeur d’Alene, ID 83814
Re:Idaho Strategic Resources, Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 31, 2022
File No. 001-41320
Dear Mr. Brackebusch:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
Description of Properties, page 10
1.We note that you appear to describe two or more material property interests in this
section, considering the status of your Golden Chest Mine, and recent activity on, and
amounts capitalized for, the Alder Gulch Project.

Please expand your disclosures to include the summary information prescribed by Item
1303(b) of Regulation S-K, which should cover all of your property interests in addition to
those that are subject to Item 1304(a) of Regulation S-K.
Geology & Mineralization, page 12
2.We note that you have disclosure associated with your 2021 reserve update on page 12,
including the 2.0 g/t cutoff grade, though do not provide adequate details regarding the
underlying calculation, including the inputs and assumptions being made.

 FirstName LastNameGrant Brackebusch
 Comapany NameIdaho Strategic Resources, Inc.
 September 9, 2022 Page 2
 FirstName LastNameGrant Brackebusch
Idaho Strategic Resources, Inc.
September 9, 2022
Page 2

Please expand your disclosures to provide a discussion of this calculation including the
appropriate modifying factors and associated rationale.
3.We note that you report reserves as of December 31, 2021 for the Golden Chest Mine on
page 12 and have filed a related Memo at Exhibit 99.2.

Please file a Technical Report Summary for your resource/reserve properties that
conforms to Item 601(b)(96) of Regulation S-K as required by Item 1302(b).
4.We note that you provide some individual property disclosures on pages 9 through 19
although without all of the prescribed information.

Please modify your disclosures as necessary to differentiate between material and non-
material property interests, considering the guidance in Item 1301(c) of Regulation S-K,
and provide all of the required information for your material properties to comply with
Item 1304(b) of Regulation S-K.

For example, you must identify the location of material properties on a map that is
accurate to within one mile, using an easily recognizable coordinate system, pursuant
to Item 1304(b)(1)(i) of Regulation S-K.

If you do not have all of the information that would ordinarily be disclosed to comply with
this guidance, disclose the nature and scope of any such limitations.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 25
5.We note you report that revenues and gross profit were both higher in 2021 compared to
2020 as a result of an increase in gold grade and tonnes processed at the mill.

Given that revenue was 34.5% higher than in the preceding year, and gross profit as a
percentage of sales was 6.4% in 2021 compared to 1.2% in 2020, further details should be
provided to address any material changes in prices and costs, and to address the indicative
value of your reported financial information.  For example, indicate the timeframe over
which you expect these more favorable conditions to prevail, improve, or decline.

This may require descriptions of trends, events and uncertainties that have had a material
impact on reported operations, or that are reasonably likely to have a material impact on
future operations, to comply with Item 303(a), (b) and (b)(2) of Regulation S-K.

For example, given that you attribute these increases to higher volumes and higher grades
of ore, indicate how long you plan to be mining higher volumes and higher grades of ore
before these are depleted or mining shifts to lower-grade deposits.

Also address the extent to which cost of sales are correlated with tonnes milled as opposed
to mineral content or grade of ore being mined, to facilitate an understanding of changes

 FirstName LastNameGrant Brackebusch
 Comapany NameIdaho Strategic Resources, Inc.
 September 9, 2022 Page 3
 FirstName LastName
Grant Brackebusch
Idaho Strategic Resources, Inc.
September 9, 2022
Page 3
in gross profit as a percentage of sales; and explain how treatment/smelter and refining
charges are determined and address any material changes or variability in such costs.
Financial Statements
Report of Independent Registered Public Accounting Firm, page 27
6.We note that the audit report from the independent public accounting firm on page 27 is
addressed to the shareholders of New Jersey Mining Company, and refers to the financial
statements of New Jersey Mining Company in the first paragraph of the opinion.

Auditing Standard 3101.08 requires that the audit report include the name of the company
whose financial statements were audited.  As you report having changed the company
name to Idaho Strategic Resources, Inc. on December 6, 2021, please obtain and file a
revised audit report that refers to the company name in effect when issued.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 if you have
questions regarding comments on the financial statements and related matters.  You may contact
Ken Schuler, Mining Engineer, at (202) 551-3718 if you have questions regarding comments on
your mineral property disclosures.
            Please contact Karl Hiller, Branch Chief, at (202) 551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

njmc_corresp

Idaho Strategic Resources, Inc.

201 N. 3rd
Street

Coeur d’Alene, Idaho 83814

May 13,
2022

VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

Idaho Strategic
Resources, Inc.

Registration
Statement on Form S-3

Filed
May 4, 2022

(As
amended May 12, 2022)

File
No. 333-264647

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S.
Securities and Exchange Commission under the Securities Act of
1933, as amended, Idaho Strategic Resources, Inc. (the
“Company”) hereby requests acceleration of
effectiveness of the above referenced Registration Statement so
that it will become effective at 4:30 p.m. ET on Tuesday, May 17,
2022, or as soon as thereafter possible.

The
Company authorizes Lukas D. O’Dowd of Lyons O’Dowd,
PLLC, outside counsel to the Company, to verbally alter the
requested date and time of effectiveness of the Registration
Statement with the Securities and Exchange Commission. Please call
Mr. O’Dowd at (208) 714-0487 as soon as the Registration
Statement has been declared effective.

Very
truly yours,

IDAHO
STRATEGIC RESOURCES, INC.

By:

/s/
John
Swallow

John
Swallow,

President and Chief
Executive Officer

Cc:
Lyons O’Dowd, PLLC

United States securities and exchange commission logo
May 10, 2022
John Swallow
President and Chief Executive Officer
Idaho Strategic Resources, Inc.
201 North 3rd St
Coeur d'Alene, ID 83814
Re:Idaho Strategic Resources, Inc.
Registration Statement on Form S-3
Filed May 4, 2022
File No. 333-264647
Dear Mr. Swallow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Loan Lauren Nguyen, Legal
Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Luke O'Dowd, Esq.

August 26, 2014

Via E -mail
Mr. Delbert Steiner
Chief Executive Officer
New Jersey Mining Company
201 N. Third Street
Coeur d’Alene, ID 83814

Re: New Jersey Mining Company
 Registration Statement on Form 10
 Filed February 25 , 2014
 File No. 000 -28837

Dear Mr. Steiner :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Comm ission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director

CORRESP
1
filename1.htm

New Jersey Mining Company

New Jersey Mining Company

201 N. Third Street

Coeur d’Alene, ID 83814

208-503-0153 [Phone]

dsteiner@newjerseymining.com [EMAIL]

August 15, 2014

John Reynolds, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

New Jersey Mining Company

Amendment No. 3 to Registration Statement on Form 10

Filed July 2, 2014

Form 8-K

Filed June 17, 2014

File No. 000-28837

Dear Mr. Reynolds:

This responds to your letter of August 5, 2014, regarding the Company’s Amendment No. 3 to Registration Statement on Form 10 filed July 2, 2014, and the Company’s Form 8-K filed June 17, 2014.  With respect to the Staff’s comments in the letter, and the subsequent telephone conversation with the Staff on August 6, 2013 in which Staff requested the Company narrow its response to the portion of the comment pertaining to the Skookum Shoot, the Company responds as follows:

Form 8-K Filed June 17, 2014

1.

We note your response to prior comment 2 and the statements that you are relying on Juniper’s “own internal estimate of the gold grade and tonnage in the Skookum Shoot” and that you “completed two Canadian NI 43-101 mineral resource reports within the past three years.” Please forward to our engineer, as supplemental information and not as part of your filing, the technical reports referenced in your response, pursuant to paragraph (c) of Industry Guide 7. Please provide this information on a CD, formatted as Adobe PDF files. Please also provide the name and phone number for a technical person whom our engineer may call if he has technical questions about your resources. You may Mr. Delbert Steiner ask to have this information returned by making a written request at the time it is furnished, as provided in Exchange Act Rule 12b-4. It is still unclear why you believe you have a reasonable basis for the detailed quantified information in your pamphlet. Please address the experience and qualifications of the individual at Juniper Resources, LLC responsible for preparing the internal estimates and the process used to arrive at the internal estimates.

Response:  For clarification purposes, the Company is in a joint venture with Marathon Gold Corporation that owns the Golden Chest Mine (the “Golden Chest Joint Venture”).  The Golden Chest Joint Venture leased the interests in the resources that are the subject of this comment (the “Resource” or “Skookum Shoot”) for 39 months to Juniper Resources LLC (“Juniper”), a private company (See Exhibit 10.3 of the Form 10-12G filed February 25, 2014 herein after referred to as the “Mining Lease”).  Juniper has independently evaluated the Resource to determine whether it is economical for Juniper to mine.  Based on Juniper’s own internal estimates it entered into a milling agreement (attached hereto as Exhibit 1 and herein after referred to as the “Milling Agreement”) with the Company to mill the ore mined from the Resource.

The pamphlet pages 8 through 11 relate to the Golden Chest Joint Venture and the Mining Lease with Juniper for fixed terms and a 2% Net Smelter Royalty (“2% NSR”).  Based on the Company’s ownership in the Golden Chest Joint Venture, the Company is entitled to 47.88% of the 2% NSR.  Gold Hill Reclamation and Mining, Inc., a Juniper related company (“Gold Hill”), entered into the Milling Agreement with the Company to process the ore from the Skookum Shoot at a fixed rate.  Page 11 of the pamphlet entitled “Juniper Lease Economics” shows profit estimates to the Company based on the fixed rate Milling Agreement and 2% NSR.  The estimates made on page 11 of the pamphlet pertain to potential profits from the Milling Agreement and Golden Chest Joint Venture Mining Lease based on the estimate of tonnage to be mined.  The Company will not directly receive revenues from Juniper’s mining of the Resource, other than through the Mining Lease and the Milling Agreement.

The resource estimates for the Skookum Shoot were given for the purposes of estimating milling profits under the Milling Agreement with Gold Hill rather than an estimate of the Resource.  The estimated figures on Page 11 entitled: “Estimated Gold Grade,” “Estimated Recovered Gold,” “Gold Price” and “Gross Gold Mining Revenue” do not affect the potential profits to the Company except for the small amount due to the Company from the 2% NSR.  The “Tonnage Mined,” “Toll Milling Charge,” “Expected Milling Cost,” “Toll Milling Net,” and the “Total Milling Profit” are estimates based on the terms of the Milling Agreement and estimated tonnage to be mined from the Skookum Shoot based on Juniper’s estimates.  Although there is less than one percent interest in the ore body through the 2% NSR, the estimated milling profits will not adjust based on ore grade, percentage of recovery or price of gold.  The “Total Projected Income” to the Company was the aggregate profits from the Milling Agreement and the 2% NSR.  Potential profits from the mining of the Resource of the Skookum Shoot will go to Juniper under the Mining Lease less the 2% NSR to the Golden Chest Joint Venture.  Therefore, management of the Company believes it has a reasonable basis to make the Company’s milling profit projections on page 11 of the pamphlet based on the Milling Agreement, Mining Lease and Juniper’s internal estimates of tonnage to be mined.

Juniper’s estimates of the resource was performed by Juniper’s mining engineer, who has 30 years of experience in the mining industry and is a registered professional mining engineer with a PhD in Mining Engineering.  Based on the 2,545 meters of core drilling distributed among twenty holes and the two recent Canadian NI 43-101 mineral resource reports,

Juniper’s mining engineer calculated the estimates by using an inverse distance cubed method to determine tonnage in the Skookum Shoot. The two Canadian NI 43-101 mineral resource reports can be found on Sedar.com by following these links:

http://www.sedar.com/GetFile.do?lang=EN&docClass=24&issuerNo=00030782&fileName=/csfsprod/data139/filings/02023425/00000001/s%3A%5CFILINGS%5CMarathon%5CTechnicalReport%5CGolden-Chest-Tech-Report.pdf

http://www.sedar.com/GetFile.do?lang=EN&docClass=24&issuerNo=00030782&fileName=/csfsprod/data129/filings/01892081/00000001/k%3A%5CSEDAR-I%5Cwpdata%5CmarathonGold%5Ccondis%5C43-101s%5C2012%5CgChest%28April18-12%29%5CMOZ-43-101%28gChest%29April18-12.pdf

The Staff may contact Grant Brackebusch, P.E. for technical questions regarding the resources leased to Juniper.

The Company intends to amend the 8-K to clarify the pages of the pamphlet that are the subject of this comment to avoid confusion.

Closing Comments

In accordance with the Staff’s request, we acknowledge that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that our response adequately addresses the Staff’s comments and respectfully request that the Staff advise us at its earliest convenience if the Staff believes that any of the responses set forth in this letter are incomplete or unsatisfactory, or if the Staff has any further comments on our filings.

Sincerely,

/s/ Delbert Steiner

_______________________________________

By: Delbert Steiner

Its: Chief Executive Officer

Exhibit 1

MILLING AGREEMENT

THIS MILLING AGREEMENT (the “Agreement”) is made and entered into as of the _22nd_ day of _____May_________, ("Effective Date") by and between NEW JERSEY MINING COMPANY, an Idaho corporation, whose address is P.O. Box 1019, 89 Appleberg Road, Kellogg, Idaho 83837 ("NJMC"), and GOLD HILL RECLAMATION AND MINING, INC, an Idaho corporation, whose address is 5319 S. Apple Street, Boise, Idaho  83716 ("Gold Hill").

RECITALS

A.

NJMC is the controlling owner and operator of the New Jersey Mill in Shoshone County, Idaho (the "NJ Mill").

B.

Gold Hill is the lessee of certain mining properties in Shoshone County, Idaho referred to as the "Golden Chest Mine” from which it intends to mine gold- and silver-bearing ores.

C.

Gold Hill desires to ship ores from the Golden Chest Mine to the NJ Mill for milling, processing, and recovery of gold and silver contained therein, and NJMC is willing to perform such services, all in accordance with the provisions hereof.

AGREEMENT

In consideration of the mutual benefits and obligations herein provided and other good and valuable consideration, NJMC and Gold Hill agree as follows:

ARTICLE 1

DEFINITIONS

1.1

DEFINITIONS.  In addition to the terms defined elsewhere in this Agreement, as used herein the words and phrases defined in this Article shall have the meanings given below.  Whenever the singular or plural number, or the masculine, feminine, or neuter gender is used in this Agreement, it shall equally, where the context admits, include the others.

"Affiliate" means any Person that directly or indirectly controls, is controlled by, or is under common control with a Party.

"Agreement" means this Milling Agreement, as it may be modified or amended from time to time, together with all Exhibits to it.

"Confidential Information " means the terms of this Agreement, all Technical Data, and any other information concerning any matters affecting or relating to the NJ Mill and the Golden Chest Mine and the performance of this Agreement, except to the extent that such information has already been publicly released as allowed herein by the Party providing such information or that the recipient of such information can demonstrate was previously publicly released by a Person who did not do so in violation or contravention of any duty or agreement.

“

Concentrate Products”

 means flotation and or gravity concentrate containing gold and silver recovered from Treatment Ores after Milling that are ready to be shipped to a smelter for smelting.

“Crescent Silver” means Crescent Silver LLC.

"Dore

’

 Products" means metallic gold and silver recovered from Treatment Ores after Milling in the form of dore

’

 bars that are ready to be shipped to a refinery for refining.

4

"Feed to Process" means the introduction of Treatment Ores into the grinding process at the NJ Mill.

"Golden Chest Mine" means the mining properties in Shoshone County, Idaho leased by Gold Hill from Golden Chest LLC, as more particularly described in Exhibit A attached hereto.

"Governmental Authority" means any governmental authority, any local authority and any political subdivision of any of the foregoing, any multi-national organization or body, any agency, department, commission, board, bureau, court or other authority thereof, or any quasi-governmental or private body exercising, or purporting to exercise, any executive, legislative, judicial, administrative, police, regulatory or taxing authority or power of any nature.

"Governmental Authorization" means any License, franchise, approval, certificate, consent, ratification, permission, confirmation, endorsement, waiver, certification, registration, transfer, qualification or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement.

"Grade" means the concentration by weight of gold or silver (as the case may be) in the substance being tested after it has been dried. Grade shall be expressed in

grams

 per

dry metric tonne

.

"Indemnify" when stated as a covenant of a Party in a provision of this Agreement in respect of claims, damages, losses, and liabilities means the undertaking by such Party of an obligation to indemnify, defend, and hold harmless the other Party and any other parties who are to be indemnified pursuant to such provision, and it’s or their Affiliates, and their respective directors, officers, agents, and representatives (collectively "Indemnitees"), from and against any claims, demands or suits by any Person, losses, liabilities, damages, obligations, payments, costs and expenses (including, without limitation, damages or losses incurred by the Indemnitees and the costs and expenses of defending any and all actions, suits, proceedings, demands and assessments and of enforcing the indemnification obligation, which shall include reasonable attorneys' fees and court costs, but excluding any incidental or consequential damages or loss of profits) resulting from, relating to, arising out of, or incurred in connection with the covenant, agreement, action, risk, or other cause with respect to which the indemnification is given, provided, however, that such indemnification shall not be applicable to such claims, demands, etc. to the extent that they result from the negligence or willful misconduct of the indemnified Party.

"Legal Requirement" means any law, statute, ordinance, decree, requirement, order, treaty, proclamation, convention, rule or regulation (or official interpretation of any of the foregoing) of any Governmental Authority and the terms of any Governmental Authorization.

"Licenses" means all licenses, permits, and other authorizations necessary for the conduct of Milling.

"Milling" means all undertakings, activities, and operations engaged in by NJMC in the performance of treating Treatment Ores at the NJ Mill and processing the same to the stage when Dore Products are recovered and delivered to a refinery or to a concentrate level sold to smelter/other recovery method.

"Party" or "Parties" means NJMC and/or Gold Hill, as the case may be.

"Person" means any individual, corporate entity, or Governmental Authority.

"Prime Rate" means the prime interest rate as quoted and published as "Prime" in the Wall Street Journal under the heading "Money Rate", as the rate may change from day to day

, and which is the rate defined under such heading as being charged by 70% of the largest banks to its best customers

.

"Production Ores" means all ores extracted at the Golden Chest Mine that are designated for further treatment at the NJ Mill in order to recover the gold and/or silver contained therein.

5

“Ramp-Up Period” means the initial three month period of milling operations which may include a short period of time prior to ore being fed to the grinding process.  The commencement of the Ramp-Up Period will be the date on which the Minimum Advanced Payment is received by NJMC.

"Technical Data" means engineering studies and working papers, consultants' reports and working papers, assays, samples, analyses, environmental studies, correspondence with governmental officials and entities, metallurgical studies and reports, and all other information and data in printed or electronic form concerning the condition, operational characteristics and performance of, or other technical matters related to, the NJ Mill and the performance of Milling hereunder.

"

Tonne

" when used with reference to Production Ores and Treatment Ores Fed to Process means a metric tonne with a dry weight of

1,000 kilograms

.

"Treatment Ores" is defined in Section 3.2.

ARTICLE 2

OBLIGATIONS TO DELIVER

AND TO MILL GOLDEN CHEST ORES

2.1

GOLD HILL OBLIGATION TO DELIVER.  Gold Hill agrees that it will deliver to NJMC for Milling at the NJ Mill pursuant to the provisions hereof

 all of

 the Production Ores produced at the Golden Chest Mine.  NJ Mill commits to process all of these ores.  Based upon its current mining plan, Gold Hill estimates that such deliveries of Production Ores will average around

Nine Thousand (9,000) tonnes per month

.  In the event that the NJ Mill cannot process all the Gold Hill Production Ores on an average daily ra

August 5 , 2014

Via E -mail
Mr. Delbert Steiner
Chief Executive Officer
New Jersey Mining Company
201 N. Third Street
Coeur d’Alene, ID 83814

Re: New Jersey Mining Company
 Amendment No. 3 to Registration Statement on Form 10
 Filed July 2, 2014
 Form 8 -K
 Filed June 17, 2014
 Response dated July 28, 2014
 File No. 000 -28837

Dear Mr. Steiner :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the req uested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide i n
response to these comments, we may have additional comments.

Form 8 -K Filed June 17, 2014

Exhibit 99.2
1. We note your response to prior comment 2 and the statements that you are relying on
Juniper’s “own internal estimate of the gold grade and tonnage in the Skookum Shoot”
and that you “completed two Canadian NI 43 -101 mineral resource reports within the
past three years.”  Please forward to our engineer, as supplemental information and not as
part of your filing, the technical reports refer enced in your response, pursuant to
paragraph (c) of Industry Guide 7.   Please provide this information on a CD, formatted as
Adobe PDF files.   Please also provide the name and phone number for a technical person
whom our engineer may call if he has techni cal questions about your resources.   You may

Mr. Delbert Steiner
New Jersey Mining Company
August 5 , 2014
Page 2

 ask to have this information returned by making a written request at the time it is
furnished, as provided in Exchange Act Rule 12b -4.  It is still unclear why you believe
you have a reasonable basis for the det ailed quantified information in your pamphlet.
Please address the experience and qualifications of the individual at Juniper Resources,
LLC responsible for preparing the internal estimates and the process used to arrive at the
internal estimates.  With res pect to the McKinley project, we note your statements that
“the data supplied in the 8 -K was used as an example of potential minimums at a haulage
distance represented by the McKinley for grade and tonnage for profitability” and “[i]t
was not intended to i ndicate a reserve or profitability on the McKinley specifically.”  It
appears you should revise the pamphlet to clarify that the figures provided on page 18 are
not estimates of tonnage or grade at the McKinley mine, but hypothetical figures to
demonstrate  the minimum deposit size needed from the McKinley mine (the outermost
prospective property within an acceptable radius of the milling facility) to achieve
profitability at the company’s mill.  In addition, please revise pages 11 and 18 of the
pamphlet to clarify that there are no known reserves at the Golden Chest mine or at the
McKinley mine and caution investors against attributing undue certainty to the figures
provided on pages 11 and 18.  Alternatively, revise to remove the projections from pages
11 and 18.

Please contact John Coleman , Mining Engineer,  at (202) 3610 with any questions
regarding the request for technical reports referenced in your response.   Please contact Tiffany
Posil at (202) 551 -3589 or James Lopez at (202) 551 - 3536 with any other questions.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director

CORRESP
1
filename1.htm

New Jersey Mining Company

New Jersey Mining Company

201 N. Third Street

Coeur d’Alene, ID 83814

208-503-0153 [Phone]

dsteiner@newjerseymining.com [EMAIL]

July 28, 2014

John Reynolds, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

New Jersey Mining Company

Amendment No. 3 to Registration Statement on Form 10

Form 8-K

Filed June 17, 2014

File No. 000-28837

Dear Mr. Reynolds:

This responds to your letter of July 14, 2014, regarding the Company’s Amendment No. 3 to Registration Statement on Form 10 filed July 2, 2014, and the Company’s Form 8-K filed June 17, 2014.  With respect to the Staff’s comments, the Company responds as follows:

Amendment No. 3 to Registration Statement on Form 10

1.

Comment:  We note your response to comment 4 in our letter dated June 20, 2014.  It is unclear why you believe the issuance of shares in 2013, whether or not they replaced previously-held shares, is not required to be disclosed pursuant to Item 701 of Regulation S-K.  Please advise us of the details of the transaction, including the approximate number of shareholders involved.

Response:  In 2002, New Jersey Mining Company (the “Company”) acquired Gold Run Gulch Mining Company (“GRMC”) in a share for share merger transaction whereby shareholders of GRMC were issued shares of the Company at a ratio of .875 shares of the Company for each share of GRMC.  All GRMC shareholders were issued shares of the Company and GRMC was dissolved pursuant to the plan of merger in 2002.  The Company was unable to locate certain GRMC shareholders—some shareholders were deceased, and some had transferred their ownership without notifying GRMC.  The Company estimates that it was unable to identify or contact shareholders, or shareholders’ heirs, successors, or assigns in five cases or less.  Without being able to contact shareholders or knowing who had ownership of the shares at the time of the merger, shareholders that could not be located or identified were collectively issued a total amount of 660,187 shares of the Company in the name of Gold Run Gulch Trust, which was entered into the Company’s stock ledger on October 15, 2002 (certificate number 645).  These shares were held in trust by the Company for individuals who would later appear claiming an ownership interest in the unidentified shares of the dissolved GRMC.  Tina Brackebusch acted as the Trustee.

On March 5, 2013, an individual appeared with a GRMC share certificate naming her (in her maiden name) as the registered holder of 25,000 GRMC shares issued in 1989.  Although the GRMC shares she held were worthless and already converted, by producing her GRMC share certificate she was able to prove that she had an ownership interest in 21,875 previously issued shares of the Company’s common stock being held in trust under the name Gold Run Gulch Trust for the benefit of individuals such as herself.  Shares in the name of Gold Run Gulch Trust were broken down and the GRMC shareholder was made the registered holder of 21,875 shares of the Company.  Gold Run Gulch Trust was made the registered holder of 638,312 shares that continue to be held in trust for the remaining GRMC shareholders that cannot be located or identified.

The Company shares at issue here were not issued, newly issued, reissued, modified as a result of outstanding securities, or transferred.  The rights of ownership vested at the time of the merger and the creation of the trust was for the benefit of the above described shareholder and other unidentified GRMC shareholders, or shareholders that could not be located.  Therefore, the Company does not believe the shares at issue here are required to be disclosed pursuant to Item 701 of Regulation S-K since they were issued in 2002 in the name of Gold Run Gulch Trust.

In the event the Staff believes the shares at issue should still be disclosed pursuant to Item 701 of Regulation S-K, the Company will amend our Form 10 accordingly to disclose the above.

Form 8-K Filed June 17, 2014

1.

Comment: We note your disclosure of economic indicators for the Juniper Lease and the McKinley Project on pages 11 and 18, respectively. Considering you have no mineral reserves, please tell us the basis for these estimates. We also note the disclosure of projected income from the Juniper Lease on page 11 and projected net profit for the McKinley Project on page 18. Please provide us the basis for these projections in accordance with Item 10(b) of Regulation S-K.

Response: The pamphlet that is the subject of this comment was filed with the Commission pursuant to Regulation FD for distribution at meetings with a broker-dealer and potential broker-dealer affiliated investors who were offering to purchase the Company’s securities in the form of a private placement (now the Company’s most recent Regulation D private placement offering—Form D filed with the Commission).  The Company believed it was required to provide the recent estimates to prospective investors in order to comply with the antifraud provisions that pertain to material misstatements or omissions in connection with the purchase or sale of a security.  The Company’s management believed the potential investors should be informed of the Company’s estimates with respect to the recent data from drill results, and other data from those projects whether negative or positive.  Because of the disclosure to a broker-dealer and potential investors without a confidentiality agreement, the Company believed it was required to file the pamphlet with the Commission pursuant to Regulation FD in the event the information in the pamphlet was deemed to be material non-public information.  Additionally, the Company believed it was permitted to include such estimates regarding the Juniper Lease and the McKinley Project in the filing pursuant to Item 102(5) of Regulation S-K because the pamphlet was a document related to an offer to purchase the Company’s securities.  Therefore, the estimates were disclosed and filed with the Commission pursuant to the requirements of Regulation FD despite not having provable or probable reserves.

Reasonable Basis Pursuant to Item 10(b) of Regulation S-K

Juniper Lease

Page 11 of Exhibit 99.2 on Form 8-K filed on June 17, 2014, refers to the lease of the Skookum Shoot at the Golden Chest mine.  The Golden Chest is owned 47.88% by the Company and 52.12% by Marathon Gold Corporation, a Canadian company, through Golden Chest LLC (GCLLC).  Juniper Resources, LLC, a private company, leased a portion of the Golden Chest mine known as the Skookum Shoot from GCLLC, and performed their own due diligence of the Skookum which included 2,545 meters of core drilling distributed among 20 holes.  The Skookum lease calls for a 2% net smelter royalty to be paid to GCLLC.  Juniper has provided the Company with its own internal estimate of the gold grade and tonnage in the Skookum Shoot.  The Company has signed a milling agreement with Juniper that calls for a fixed tonnage fee of $42 per tonne, and using these numbers an estimate of the economics were presented on page 11 of Exhibit 99.2.

Although, there is no stated mineral reserve at the Golden Chest, the Company has completed two Canadian NI 43-101 mineral resource reports within the past three years.  Approximately 24,000 meters of core drilling has been completed at the Golden Chest in the past ten years with much of the drilling focused on the Skookum Shoot area.  The Company has also processed approximately 8,400 tonnes of material from the Golden Chest at its New Jersey mill, and has acquired a significant amount of metallurgical data and expertise regarding the processing of gold-bearing material from the Golden Chest.  Based on previous core drilling results, Skookum Shoot data provided by a private lessor, a signed milling agreement, and historic metallurgical data, the Company believes that it has a reasonable basis to make the projections on page 11 of Exhibit 99.2.

McKinley Project

The Net Profit supplied for the McKinley Project is an example of a minimum threshold amount for profitability considering the ownership of the Company’s mill facility in Kellogg, Idaho, not an estimate of the potential reserves.  Prospective investors requested a figure on the lowest deposit size at which milling would be profitable to the Company.  The Company previously estimated that ore within 152 mile radius from the mill (or 5 ½ hours driving time) could possibly be hauled without it being cost prohibitive to profitability.  With this restriction in mind, the McKinley property represented the outermost prospective property within the radius in which to estimate the lowest deposit size needed to return a profit to the Company based on the use of the Company’s mill. The low-end threshold considers the costs to process a minimum number of tons of gold-mineralized-material at an estimated grade.

For the McKinley the estimated grade is based on geologic and geochemical evaluation of the existing underground workings.  One hundred and three (103) individual saw-channel samples were collected from the underground workings totaling 504.8 feet of channel cut 1 inch wide by 2 inches deep into the ribs of the exposed mine workings.  Assays performed on these samples by ALS Minerals of Sparks, Nevada returned 43 samples greater than 0.029 ounces gold per ton (1 gram gold per ton).  The weighted average grade of that group of samples based on sample length is 0.397 ounces gold per ton (13.6 grams gold per ton).  In addition to the channel sampling, one drill hole from within the underground workings drilled across one of the projections of mineralized material, identified by the channel sampling, returned an intercept of 8.36 feet at a weighted average grade based on sample lengths of 1.27 ounces gold per ton (43.35 grams gold per ton).  All assays were performed by ALS Chemex and Blanks and Standards were inserted at appropriate intervals as per typical for industry protocol.

While there is every indication of a growing potential gold resource taking into consideration 3900 feet of underground workings on four levels, past production and visual gold mineral identification along with work done to date by the Company, the data supplied in the 8-K was used as an example of potential minimums at a haulage distance represented by the McKinley for grade and tonnage for profitability. It was not intended to indicate a reserve or profitability on the McKinley specifically.  For the foregoing reasons, the Company believed it had a reasonable basis to make the estimates on page 18 of the Form 8-K.

Potential Amendment to the Form 8-K Filed June 17, 2014

While the Company believes it was necessary to file the pamphlet pursuant to Regulation FD and that the Company’s management had a reasonable basis to make the estimates for the Juniper Lease and the McKinley Project on pages 11 and 18, the Company will amend the June 17, 2014 Form 8-K to disclose the above responses that pertain to the Juniper Lease and the McKinley Project should the Staff require.

Furthermore, if compliance with SEC rules can only be obtained by amending the Form 8-K to remove pages 11 and 18, then the Company will amend the Form 8-K accordingly.

Closing Comments

In accordance with the Staff’s request, we acknowledge that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that our response adequately addresses the Staff’s comments and respectfully request that the Staff advise us at its earliest convenience if the Staff believes that any of the responses set forth in this letter are incomplete or unsatisfactory, or if the Staff has any further comments on our filings.

Sincerely,

/s/ Delbert Steiner

_______________________________________

By: Delbert Steiner

Its: Chief Executive Officer

July 14 , 2014

Via E -mail
Mr. Delbert Steiner
Chief Executive Officer
New Jersey Mining Company
201 N. Third Street
Coeur d’Alene, ID 83814

Re: New Jersey Mining Company
 Amendment No.  3 to Registration Statement on Form 10
 Filed July 2, 2014
 Form 8 -K
 Filed June 17, 2014
 File No. 000 -28837

Dear Mr. Steiner :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with in formation so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not b elieve our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Amendment No. 3 to Registration Statement on Form 10

1. We note your response to comment 4  in our letter dated June 20, 2014 .  It is unclear why
you believe the issuance of shares in 2013, whether or not they replaced previous ly-held
shares, is not required to be disclosed pursuant to Item 701  of Regulation S -K.  Please
advise us of the details of the transaction, including the approximate number of
shareholders involved.

Mr. Delbert Steiner
New Jersey Mining Company
July 14 , 2014
Page 2

 Form 8 -K Filed June 17, 2014

Exhibit 99.2

2. We note your disclosure of economic indicators for the Juniper Lease and the McKinley
Project on pages 11 and 18, respectively.  Considering you have no mineral reserves,
please tell us the basis for these estimates.  We also note the disclos ure of projected
income from the Juniper Lease on page 11 and projected net profit for the McKinley
Project on page 18.  Please  provide us the basis for these projections in accordance with
Item 10(b) of Regulation S -K.

Please contact Tiffany Posil a t (202) 551 -3589 or James Lopez at (202) 551 - 3536 with
any questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director

CORRESP
1
filename1.htm

New Jersey Mining Company

New Jersey Mining Company

201 N. Third Street

Coeur d’Alene, ID 83814

208-503-0153 [Phone]

dsteiner@newjerseymining.com [EMAIL]

July 2, 2014

John Reynolds, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

New Jersey Mining Company

Amendment No. 2 to Registration Statement on Form 10

Filed June 4, 2014

File No. 000-28837

Dear Mr. Reynolds:

Following are responses to the SEC’s comments emailed to our office on June 20, 2014 relating to the Company’s Amendment No. 2 to Registration Statement on Form 10 filed June 4, 2014. We have discussed our planned responses with internal staff and with our auditors and submit the following responses. I believe we have responded fully to the comments made by SEC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 10

1.

We reissue comment 9 in our letter dated May 8, 2014. Please briefly describe the cause of the increase or decrease for each year-to-year comparison. For example, please briefly describe the “decreased contracting services” which resulted in the decline in revenue from 2012 to 2013, the “renewed activity with joint venture partners,” the “receivable on Custom Milling,” and what “remaining inventory was sold.” In that regard, please briefly clarify your relationship with Tara Minerals.

Response: We have expanded our descriptions and details of the causes for increases and decreases in the changes for the year to year comparisons and provided clarification of our relationship with Tara Minerals.

Liquidity and Capital Resources, page 12

2.

 We reissue comment 12 in our letter dated May 8, 2014. Please quantify your cash balance as of a recent practicable date. In that regard, it appears that you provide a gross number on page 13.

Response: We added a cash and cash equivalents balance as of June 30, 2014, the most recent practicable date.

3.

We reissue comment 13 in our letter dated May 8, 2014. Please revise to include a brief narrative discussion of your liquidity requirements in quantified terms on both a short-term (i.e., 12 months) and long-term basis. See Instruction 5 to Item 303(a) of Regulation S-K.

Response: We have revised to include a brief narrative discussion of our liquidity requirements in quantified terms.

Recent Sales of Unregistered Securities, page 38

4.

We note your response to comments 20 and 22 in our letter dated May 8, 2014 that the March 5, 2013 issuance was a reissuance of previously held shares by an existing shareholder. Please disclose all the information required by Item 701 of Regulation S-K for this issuance of shares. In that regard, please note that Item 701 of Regulation S-K requires disclosure of sales of reacquired shares.

Response: With respect to the March 5, 2013 share transaction in question, the shares were originally issued to shareholders of Gold Run Gulch Mining Company (GRMC) when the Company merged with GRMC in 2002. Common shares were issued to the shareholders of GRMC, as a group, who had failed to exchange their GRMC shares at the time of the merger in October of 2002. However, once these shareholders contact the Company and deliver a GRMC stock certificate, as was the case in this March 5, 2013 transaction, their portion of shares are transferred from Gold Run Gulch Mining Company into the their name. “Reissuance” was not the proper description of the transaction, but merely a transfer.

5.

For the sale of unregistered securities on October 1, 2011 and April 16, 2011, please identify the persons or class of persons to whom the securities were sold. Refer to Item 701(b) of Regulation S-K. For the October 1, 2011 sale, also state the nature of services provided as consideration. Refer to Item 701(c) of Regulation S-K.

Response: We have identified the class of persons to whom the securities were sold and for the October 1, 2011 sale stated the nature of the services provided.

Exhibits

6.

We note that you are no longer filing the Commercial Lease Agreement, dated May 3, 2013, or the Mineral Lease Agreement, dated September 12, 2012, as exhibits to your registration statement. Please advise us why you believe these agreements are not required to be filed pursuant to Item 601(b)(10) of Regulation S-K or file the agreements as exhibits to your registration statement.

Response: We have filed the agreements as exhibits 10.7 and 10.8 to our registration.

Closing Comments

In accordance with the Staff’s request, we acknowledge that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that our response adequately addresses the Staff’s comments and respectfully request that the Staff advise us at its earliest convenience if the Staff believes that any of the responses set forth in this letter are incomplete or unsatisfactory or if the Staff has any further comments on our filings.

Sincerely,

/s/ Delbert Steiner

_______________________________________

By: Delbert Steiner

Its: Chief Executive Officer

June 20, 2014

Via E -mail
Mr. Delbert Steiner
Chief Executive Officer
New Jersey Mining Company
201 N. Third Street
Coeur d’Alene, ID 83814

Re: New Jersey Mining Company
 Amendment No.  2 to Registration Statement on Form 10
 Filed June 4, 2014
 File No. 000 -28837

Dear Mr. Steiner :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better unde rstand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to yo ur facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
10

1. We reissue comment 9 in our letter dated May 8, 2014.  Please briefly describe the cause
of the increase or decrease for each year -to-year comparis on.  For example, please briefly
describe the “decreased contracting services” which resulted in the decline in revenue
from 2012 to 2013, the “renewed activity with joint venture partners,” the “receivable on
Custom Milling,” and what “remaining inventory  was sold.” In that regard, please briefly
clarify your relationship with Tara Minerals.

Liquidity and Capital Resources, page 12

2. We reissue comment 12 in our letter dated May 8, 2014.  Please quantify your cash
balance as of a recent practicable date.  In that regard, it appears that you provide a gross
number on page 13.

Mr. Delbert Steiner
New Jersey Mining Company
June 20 , 2014
Page 2

 3. We reissue comment 13 in our letter dated May 8, 2014.  Plea se revise to include a brief
narrative discussion of your liquidity requirements in quantified terms on both a short -
term (i.e., 12 months) and long -term basis.  See Instruction 5 to Item 303(a) of
Regulation S -K.

Recent Sales of Unregistered Securities,  page 38

4. We note your response to comments 20 and 22 in our letter dated May 8, 2014 that the
March 5, 2013 issuance was a reissuance of previously held shares by an existing
shareholder.  Please disclose all the information required by Item 701 of Regula tion S -K
for this issuance of shares. In that regard, please note that Item 701 of Regulation S -K
requires disclosure of sales of reacquired shares.

5. For the sale of unregistered securities on October 1, 2011 and April 16, 2011, please
identify the perso ns or class of persons to whom the securities were sold.  Refer to Item
701(b) of Regulation S -K.  For the October 1, 2011 sale, also state the nature of services
provided as consideration.  Refer to Item 701(c) of Regulation S -K.

Exhibits

6. We note that y ou are no longer filing the Commercial Lease Agreement, dated May 3,
2013 , or the Mineral Lease Agreement, dated September 12, 2012, as exhibits to your
registration statement.  Please advise us why you believe these agreements are not
required to be filed  pursuant to Item 601(b)(10) of Regulation S -K or file the agreements
as exhibits to your registration statement.

Please contact Tiffany Posil at (202) 551 -3589 or James Lopez at (202) 551 - 3536 with
any questions.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director

CORRESP
1
filename1.htm

New Jersey Mining Company

New Jersey Mining Company

201 N. Third Street

Coeur d’Alene, ID 83814

208-503-0153 [Phone]

dsteiner@newjerseymining.com [EMAIL]

May 20, 2014

John Reynolds

Assistant Director

Division of Corporation Finance

U.S. Securities & Exchange Commission

Washington, D.C. 20549

Re:

New Jersey Mining Company

Registration Statement on Form 10

Filed February 25, 2014

File No. 000-28837

Comment Letter dated May 8, 2014

Dear Mr. Reynolds,

New Jersey Mining Company would like to request an extension for its comment response that is due Thursday May 22, 2014. We respectfully request an additional ten business days. If granted, our response will be due on June 5, 2014. Management has not yet completed its response to your comment letter dated May 8, 2014. Thank you.

Sincerely,

/s/ Delbert Steiner

Chief Executive Officer

May 8 , 2014

Via E -mail
Mr. Delbert Steiner
Chief Executive Officer
New Jersey Mining Company
201 N. Third Street
Coeur d’Alene, ID 83814

Re: New Jersey Mining Company
 Amendment No. 1  to Registration Statement on Form 10
 Filed April 11, 2014
 File No. 000 -28837

Dear Mr. Steiner :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better unde rstand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to yo ur facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Business of the Company, page 5

Business Description, page 5

1. Please revise to clarify the extent of exploration activities conducted in 2013 in
quantitative and qualitative terms.  If there were no significant exploration activities,
please revise to so state.

Principal Products or Services and Their Markets, page 6

2. Please revise to clarify the company’s current principal business.  In that regard, we note
that it is not clear whether the company is currently principally engaged in milling or
mining exploration.  Please also revise to describe the market for your mill ing service.
Refer to Item 101(h)(4)(i) of Regulation S -K.

Mr. Delbert Steiner
New Jersey Mining Company
May 8 , 2014
Page 2

 3. Please also revise to identify the material projects and joint ventures you consider to be in
your “portfolio of mineral projects,” and clearly indicate up front, where true, that you
have no significant interests or activities.  We note, for example, references to the
Niagara property, but you also state on page 7 that that lease was terminated.  As another
example, you provide details of the Toboggan, Giant Ledge and other projects here and
elsewhere, but you also seem to indicate that exploration activities are limited to the
Golden Chest property.  See related comment below regarding Plan of Operation.

Distribution Methods of the Products or Services, page 7

4. Please revise to clarify the mi lling process, including whether the company is responsible
for transportation of the ore to and from the mill.

Competitive Business Conditions and Competitive Position in the Industry and Methods of
Competition, page 7

5. Please revise to discuss the compe titive business conditions in the milling industry.
Please also discuss the company’s competitive position and methods of competition in
both the milling and mining exploration industry.  Refer to Item 101(h)(4)(iv) of
Regulation S -K.

Dependence on One o r a Few Major Customers, page 7

6. Please revise to discuss your current and anticipated customer base for your milling
service.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
9

7. Please revise to include a crit ical accounting estimates section to address the existence of
highly material estimates or assumptions and how these matters may affect the financial
statements (e.g. depreciation, impairment of assets ).  Your revised disclosure should
supplement, not dupl icate, the description of accounting policies that are already
disclosed in the notes to the financial statements.  Your disclosure should discuss the
judgments and uncertainties that affect the application of your critical accounting policies
and the like lihood that materially different amounts could be reported under different
conditions or using different assumptions.  Please refer to the Commission’s guidance
concerning Critical Accounting Estimates and revise Management’s Discussion and
Analysis to com ply with the req uired disclosures as necessary.  Refer to  SEC Release No.
33-8350  for further guidance.

8. In your year -to-year comparisons, please quantify the amount of the component of
revenue or expenses or balance sheet line item for each fiscal year compared and also
disclose the amount or percentage of such increase or decrease from the prior fiscal year.

Mr. Delbert Steiner
New Jersey Mining Company
May 8 , 2014
Page 3

9. Please briefly describe the cause of the incre ase or decrease for each year -to-year
comparison.  For example only, please briefly describe the “decreased contracting
services” which resulted in the decline in revenue from 2012 to 2013.  Similarly, please
describe the “fundraising activities,” the “ren ewed activity with joint venture partners,”
the “receivable on Custom Milling,” and what “remaining inventory was sold.”

Plan of Operation, page 10

10. Please briefly discuss your exploration activities, if any, during 2013 at each of the
exploration proper ties identified on page 10.  Please also provide a brief discussion of
any planned exploration activities, including the estimated cost to complete exploration
and the anticipated time frame for such exploration.  In that regard, we note your
disclosure th at “[a]t the Coleman underground mine future plans are to conduct further
drilling to locate higher grade reserves.”  In addition, please disclose which properties are
on care and maintenance.

Liquidity and Capital Resources, page 11

11. Please  revise to  provide a  detailed analysis of the components of the statements of cash
flows (i.e. operating, investing, and financing activities) that explains the significant year -
to-year variations in each line item for each period presented.  Please ensure to  include
robust discussions describing and quantifying the specific effect of the significant drivers
that contributed to the material changes in your operating, investing and financing cash
flows.   Refer to Item 303 of Regulation S -K and SEC Release No. 33 -8350 as it relates to
liquidity and capital resources.

12. Please quantify your cash balance and capital commitments as of a recent practicable
date.

13. Please revise to address your liquidity requirements in quantified terms on both a short -
term (12 months) and long -term basis.  See Instruction 5 to Item 303(a) of Regulation S -
K.

Properties page 14

14. We note that you no longer disclose mineral reserves for your properties.  Please tell us
when your mineral reserves were depleted or reclassified.  Please be advised th at
pursuant to paragraph (a) of Industry Guide 7 companies without a mineral reserve
should refer to themselves as an exploration stage company, including their financial
statements.

Mr. Delbert Steiner
New Jersey Mining Company
May 8 , 2014
Page 4

 Security Ownership of Certain Beneficial Owners and Management, page 25

15. Please update your disclosure as of a more recent practicable date.

Directors and Executive Officers, page 27

16. Please indicate all positions and offices with the company held by each person.  For
example, it appears from disclosure on page 28 that Mr.  Swallow and Mr. Grant
Brackebusch are also directors of the company.

Promoters and Control Persons, page 29

17. Please disclose the promoter or control person for whom you are providing the disclosure
in this section.

Executive Officer Summary Compensatio n Table, page 31

18. Please revise the summary compensation table to also disclose the information required
by Item 402(n) of Regulation S -K concerning the compensation of Mr. Grant
Brackebusch and Mr. Fred Brackebusch for fiscal year 2013.  Refer to Item 402 (m)(2) of
Regulation S -K and Instruction 3 to Item 402(m)(2) of Regulation S -K.

Director Summary Compensation Table, page 32

19. Please update the disclosure here to provide information for fiscal year 2013.  In that
regard, we note your disclosure following  the table that in 2012 the shares awarded to
directors were valued at $1,625 per director, which is the stock award amount reflected in
the tabular disclosure.

Recent Sales of Unregistered Securities, page 35

20. For the sale of unregistered securities o n March 5, 2013, May 6, 2013, May 22, 2013 and
December 31, 2013, please briefly state the facts relied upon to make the exemption from
registration available.  Refer to Item 701(d) of Regulation S -K.

21. We note your disclosure that you sold 200,000 shares o f common stock to Juniper
Resources for $10,000.  However, your disclosure on page 57 indicates that 200,000 units
sold for proceeds of $10,000.  Please revise to clarify whether Juniper Resources
purchased shares of common stock or units consisting of 1 s hare of common stock and ½
purchase warrant.

22. Please advise us of the facts and circumstances underlying the  21,875 shares of common
stock issued from a constructive trust on March 5, 2013.  In addition, please revise to

Mr. Delbert Steiner
New Jersey Mining Company
May 8 , 2014
Page 5

 state the name of the persons or identify the class of persons that received the shares
issued from the constructive trust.

23. For the issuance of unregistered securities during fiscal years ended December 31, 2012
and December 31, 2011, please provide sepa rate disclosure of all the information
required by Item 701 of Regulation S -K for each issuance.  For example, please provide
separate disclosure of all the information required by Item 701 for the issuance of
common stock for director’s fees and for the i ssuance of common stock for mining lease
payments.

24. We note your disclosure on page 57 that during 2013 the company issued 714,286 shares
of common stock for exploration and other services rendered.  However, your disclosure
here does not appear to accou nt for the issuance of those shares.  Please revise to provide
the disclosure required by Item 701 with respect to those issuances or advise us why you
believe such disclosure is not required.

Exhibits

25. Other than Exhibits 14 and 21, the exhibits to your Form 10 are not filed in the proper
format.  Please refile the exhibits in a proper electronic format.  Refer to Rule 102(a) of
Regulation S -T and Section 2.1 of Volume II of the EDGAR Filer Manual.

26. Please confirm that you have filed each agreement in i ts entirety, including any
attachments, appendices or exhibits thereto.  For example, it appears that you have not
filed Appendix A or Exhibits A through E to the agreement filed as Exhibit 10.8.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Delbert Steiner
New Jersey Mining Company
May 8 , 2014
Page 6

You may contact John Coleman at (202) 551 -3610 if you have ques tions regarding
engineering comments.  You may contact Blaise Rhodes at (202) 551 -3774 or Raj Rajan at (202)
551-3388 if you have questions regarding comments on the financial statements and related
matters.  Please contact Tiffany Posil at  (202) 551 -3589 or James Lopez  at (202) 551 -3536  with
any other questions.

Sincerely,

 /s/ David Link for

John Reynolds
Assistant Director

March 4, 2014

Via E -mail
Mr. Delbert Steiner
Chief Executive Officer
New Jersey Mining Company
201 N. Third Street
Coeur d’Alene, ID 83814

Re: New Jersey Mining Company
 Regist ration  Statement on Form 10
 Filed  February 25, 2014
 File No. 000 -28837

Dear Mr. Steiner :

Our preliminary review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Exchange A ct of 1934, the rules
and regulations under that Act, and the require ments of the form.  In particular , we note that you
have not provided current financial statements consistent with Rule 8 -08 of Regulation S -X.  We
will not perform a detailed examinatio n of the registration statement and we will not issue
comments because to do so would delay the review of other disclosure documents that do not
appear to contain comparable deficiencies.

This registration stateme nt will become effective sixty days after filing with the Commission
or within such shorter period as the Commission may direct .  If the registration statement were to
become effective in its present form, we would be required to consider what recommendation, if
any, we should make to the Commissi on.  We suggest that you consider filing a substantive
amendme nt correcting the deficiencies before it becomes effective.

You may contact Tiffany Posil at (202) 551 -3589 if you have any questions.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director

September 12, 2011
 Via E-mail

Fred W. Brackebusch Chairman of the Board, President and Chief Executive Officer New Jersey Mining Company 89 Appleberg Road Kellogg, Idaho 83837
Re: New Jersey Mining Company
 Preliminary Proxy Statement on Schedule 14A
Filed July 15, 2011 File No. 000-28837

Dear Mr. Brackebusch:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

        S i n c e r e l y ,

        / s /  A m a n d a  R a v i t z           A m a n d a  R a v i t z            A s s i s t a n t  D i r e c t o r   cc (Via E-mail): Greg Lipsker, Legal Counsel for New Jersey Mining Company

CORRESP
1
filename1.htm

   New Jersey Mining Company: Correspondence - Filed by newsfilecorp.com

September 8, 2011

Ms. Amanda Ravitz
Assistant Director
Division of
Corporate Finance
Securities and Exchange Commission
Washington, D.C.
20549

    Re:
    New Jersey Mining Company

    Pre 14A

    Filed July 15, 2011

    File No. 000-28837

Dear Ms. Ravitz:

The amended Schedule 14A is filed in response to the Staff’s
comment letter of August 10, 2011. The comments have been addressed as
follows:

Comment 1: The outstanding comments in the Staff’s
letter dated June 24, 2010, on the Company’s preliminary proxy statement filed
on June 3, 2010, have been resolved as follows on the Amended Schedule 14A filed
on August 24, 2011.

    1.

      Board of Directors of the Company

      Additional requested disclosure has been added to the
      biographies of each director on pages 9-10.

    2.

      Information Concerning the Board of
    Directors

      A new section entitled “Board Leadership Structure” has
      been added on page 18.

    3.

      Nominating Committee Consideration of
    Diversity

      This issue has been addressed on page 17 in the next to
      last sentence of the “Nominating Committee” disclosure
  section.

P.O. Box 1019 • Kellogg, Idaho 83837 • Phone (208) 783-1032 •
www.newjerseymining.com

Ms. Amanda Ravitz
Securities and Exchange Commission

September 8, 2011
Page 2

    4.

      Director Compensation

      Footnote 2 to the Compensation of Directors table has
      been revised to disclose that the stock awards have been valued in
      accordance with FASB Accounting Standards Codification Topic on page
      18.

    5.

      Legal Proceedings

      The required disclosure has been revised in the Legal
      proceedings section found on page 19.

    6.

      Summary Compensation Table

      Footnote 1 has been revised to disclose that the stock
      awards have been valued in accordance with FASB Accounting Standards
      Codification Topic 718 on page 21.

Comment 2: Per Mr. Jeffery Jaramillo’s correspondence of
August 29, 2011, it is our understanding that the Staff has completed its review
of our response to Staff comments on the Form 10K for the fiscal year ended
December 31, 2010, and the Form 10Q for the period ended March 31, 2011, and all
comments have been addressed and resolved.

The Company acknowledges that:

  The Company is responsible for the adequacy and accuracy of the disclosure
  in the filing;

  Staff comments or changes to disclosure in response to Staff comments do
  not foreclose the Commission from taking any action with respect to the
  filing; and

  The company may not assert Staff comments as a defense in any proceeding
  initiated by the Commission or any person under the federal securities laws of
  the United States.

Very truly yours,

NEW JERSEY MINING COMPANY

By:  /s/Fred W.
Brackebusch

       Fred W. Brackebusch,
President

P.O. Box 1019 • Kellogg, Idaho 83837 • Phone (208) 783-1032 •
www.newjerseymining.com

August 29, 2011
 Via E-mail

Mr. Fred W. Brackebush President, Treasurer and Director New Jersey Mining Company 89 Appleberg Road Kellogg, Idaho 83837   RE: New Jersey Mining Company
  Form 10-K for the Fiscal Ye ar Ended December 31, 2010
  Filed March 31, 2011   Form 10-Q for the Quarterly Period Ended March 31, 2011
Filed May 16, 2011 File No. 000-28837

Dear Mr. Brackebush:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Jeffrey Jaramillo
Jeffrey Jaramillo Accounting Branch Chief

August 10, 2011
 Via E-mail

Fred W. Brackebusch Chairman of the Board, President and Chief Executive Officer New Jersey Mining Company 89 Appleberg Road Kellogg, Idaho 83837
Re: New Jersey Mining Company
 PRE 14A
Filed July 15, 2011 File No. 000-28837

Dear Mr. Brackebusch:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
 1. Please tell us how you have addressed each of the outstanding comments in our letter to
you dated June 24, 2010 on your preliminary proxy statement filed on June 3, 2010.  We note, in this regard, your letter dated July 8, 2010.

2. Please note that the outstanding comments on your Form 10-K for the fiscal year ended
December 31, 2010 should be resolved before we  will be in a position to clear comments
on your preliminary information statement.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Fred W. Brackebusch New Jersey Mining Company August 10, 2011 Page 2

  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Aslynn Hogue, staff attorney, at (202) 551-3841, or me at (202) 551-3528
with any questions.

Sincerely,
  /s/ Amanda Ravitz
Amanda Ravitz  Assistant Director
 cc (Via E-mail): Greg Lipsker, Legal Counsel for New Jersey Mining Company

CORRESP
1
filename1.htm

   New Jersey Mining Co.: Corresp - Filed by newsfilecorp.com

July 8, 2010

Tracey McNeil, Attorney-Advisor
Division of Corporate
Finance
Securities and Exchange Commission
100 F Street
NE
Washington, DC 20549

    RE:
    New Jersey Mining Company

    Regulation D Rule 506 Filing
      Fees

    Schedule 14A Preliminary Proxy Statement

    Filed June 3, 2010

    File No. 000-28837

Dear Ms. McNeil:

Due to financial constraints, New Jersey Mining Company has
decided to delay our annual meeting indefinitely. Once we have sufficient
financial resources to hold an annual meeting, we will re-file the Schedule 14A
Preliminary Proxy Statement and address the SEC’s comments.

Please call me or e-mail me at minesystems@newjerseymining.com
, if you have any questions.

Regards,

/s/ Fred W. Brackebusch

  Fred W. Brackebusch

President

P.O. Box 1019  * Kellogg, Idaho 83837 * Phone (208)
783-1032  *  www.newjerseymining.com

June 24, 2010
 Fred W. Brackebusch President and Chief Executive Officer New Jersey Mining Company 89 Appleberg Road Kellogg, Idaho  83837
Re: New Jersey Mining Company
 Schedule 14A Preliminary Proxy Statement
Filed June 3, 2010 File No. 000-28837

Dear Mr. Brackebusch:
 We have limited our review of your filing to  those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Board of Directors of  the Company, page 8

 1. For each director and nominee, revise your disclosure to discuss the basis for the
conclusion that each individual should serve as  a director of the company at the time the
disclosure was made, in light of the compa ny’s business and structure.  Refer to Item
401(e) of Regulation S-K.
 Information Concerning the Bo ard of Directors, page 13

 General

 2. Describe your board leadership structure a nd explain why you have determined that your
board leadership structure is appropriate.  Include in your description a discussion of the
board’s role in the risk oversight and the effect  that this has on its leadership structure.
Refer to Item 407(h) of Regulation S-K.

Fred W. Brackebusch New Jersey Mining Company June 24, 2010 Page 2

3. Disclose whether, and if so, the extent to which, the board or nominating committee
considers diversity in nominating director s, as required by Item 407(c)(2)(vi) of
Regulation S-K
 Compensation of Directors, page 15

 Director Compensation, page 15

 4. Revise this table to disclose the aggregate gr ant date fair value of the stock awards as
computed in accordance with FASB Acc ounting Standards Codification Topic 718.
Refer to Item 402(r)(2)(iv) of Regulation S-K.
 Executive Officers, page 15

 Legal Proceedings, page 16

 5. Expand your disclosure to reflect legal actions involving your executive officers and
directors for the past ten years, as re quired by Item 401(f) of Regulation S-K.
 Executive Compensation, page 17

Summary Compensation Table, page 17
 6. Revise this table to disclose the aggregate gr ant date fair value of the stock awards as
computed in accordance with FASB Acc ounting Standards Codification Topic 718.
Refer to Item 402(n)(2)(v)  of Regulation S-K.
 Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Fred W. Brackebusch New Jersey Mining Company June 24, 2010 Page 3

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Tracey L. McNeil at (202) 551-3392 or me at (202) 551-3611 with any
questions.
Sincerely,

Anne Nguyen Parker Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        February 26, 2008

Mr. Fred W. Brackebusch
President New Jersey Mining Company 89 Appleberg Road Kellogg, ID 83837
 Re: New Jersey Mining Company
  Form 10-KSB for Fiscal Year Ended December 31, 2006
Filed March 28, 2007 File No. 0-28837

 Dear Mr. Brackebusch:
We have completed our review of your Form 10-KSB and related filings and do
not, at this time, have any further comments.            S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f

CORRESP
1
filename1.htm

   Filed by Automated Filing Services Inc. (604) 609-0244 - New Jersey Mining Co. - Correspondence

New Jersey Mining Company
P.O. BOX
1019
KELLOGG, ID 83837
(208) 783-3331 [PHONE OR FAX]

February 25, 2008

Jill S. Davis, Branch Chief

  United States Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street,
NE
Mail Stop 7010
Washington, D.C. 20549-7410

Dear Ms. Davis:

We have reviewed all comments relating to your review letters
dated December 19, 2007 and February 6, 2008 pertaining to the Company’s 2006
Form 10-KSB filed March 28, 2007 and 2007 Form 10QSB for Fiscal Quarter Ended
September 30, 2007 filed November 13, 2007. Our responses to those comments and
proposed amendments to the 2006 Form 10-KSB have been filed as correspondence on
January 10, 2008 and February 8, 2008. As we discussed with you via telephone on
the morning of February 25, 2008, we recognize and agree with you on the
resolutions that are a summation of those two letters. We also agree that the
summation of these changes while recognized does not require that an amended
Form 10-KSB be filed for 2006 but we will incorporate all changes into our
filings from this point forward starting with and including our Form10-KSB for
the year ending December 31, 2007.

Summation of Review

Form 10-KSB Filed March 28, 2007

Report of Independent Registered Public Accounting firm,
page 27

    1.

      Our Auditors will continue to exclude from their opinion
      the inception to date portions of the statements of operations, changes in
      stockholders’ equity and accumulated comprehensive income, and cash flows.
      These portions will continue to be labeled “unaudited” in the financial
      statements.

    Statement of Operations, page 30

    2.

      We will change our presentation of timber revenue and
      expenses from net to gross and add a timber sales footnote to specifically
      discuss this portion of our business.

    Note 1. Description of Business, page 35

    3.

      We will change our terminology relating to gold and
      concentrate sales from “Revenue” to “Income earned during the development
      stage”. We will also change our revenue policy footnote accordingly.

1

    Note 5. Mineral Properties, page 41

    4.

      We will no longer make a differentiation between
      “Deferred Costs” and “Capitalized Development”, Such costs will be
      referred to as “Deferred Development”. We will also revise our accounting
      policy footnote relating to Mine Exploration and Development accordingly.

    Engineering Comments

    Reserves, page 12

    5.

      We will add a statement to the effect that proven and
      probable reserves cannot be readily separated to the 10-KSB.

    6.

      We will use an historic three year gold price in the
      reserve calculations.

    Form 10-QSB for the Fiscal Quarter Ended
      September 30, 2007

    Controls and Procedures, page 11

    7.

      We will in future filings, state whether or not our
      disclosure controls and procedures are effective at accomplishing all of
      the items included within the definition of disclosure controls and
      procedures as defined in Rule 13a-15(e) of the Exchange Act.

Closing Comments

In accordance with the Staff’s request, we acknowledge
that:

  The Company is responsible for the adequacy and accuracy of the disclosure
  in its filings with the Commission;
  Staff comments or changes to disclosure in response to Staff comments do
  not foreclose the Commission from taking any action with respect to the
  filings; and
  The Company may not assert Staff comments as a defense in any proceeding
  initiated by the Commission or any person under the federal securities laws of
  the United States.

We hope that our response adequately addresses the Staff’s
comments and respectfully request that the Staff advise us at its earliest
convenience if the Staff believes that any of the responses set forth in this
letter are incomplete or unsatisfactory or if the Staff has any further comments
on our filings.

Sincerely,

Fred W. Brackebusch
President

2

CORRESP
1
filename1.htm

   Filed by Automated Filing Services Inc. (604)609-0244 - New Jersey Mining Company - Response Letter

New Jersey Mining Company
P.O. BOX
1019
KELLOGG, ID 83837
(208) 783-3331 [PHONE OR FAX]

    February 6, 2008

    Revised February 8, 2008

    Jill S. Davis, Branch Chief

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Mail Stop 7010

    Washington, D.C. 20549-7410

Dear Ms. Davis:

Following are responses to the SEC’s comments faxed to our
office on February 6, 2008 relating to the Company’s 2006 Form 10-KSB filed
March 28, 2007 and 2007 Form 10QSB for Fiscal Quarter Ended September 30, 2007
filed November 13, 2007. These comments are specifically regarding our response
to your original comments and the associated amended Form 10KSB filed as
correspondence on January 10, 2008. We have discussed our planned responses with
internal staff and with our auditors and submit the following responses: I
believe we have responded fully to the comments made by SEC. A marked filing of
the proposed revisions to the Form 10-KSB is included for reference.

Form 10-KSB for the Fiscal Year Ended December 31,
2006

Statement of Operations, page 30

    1.

      Comment: We note from your response to prior comment
      number two that you will expand your accounting policy footnote to
      indicate that “Other income and expense transactions are presented at net
      unless they are material, in which case they are separated as unique
      expense and revenue items.” Please revise your proposed policy to
      reference, instead, your accounting policy with respect to timber sales
      and why you reflect them as net. In this regard, we note from your
      response that these sales are not a normal part of your business but
      instead appear to be the result of peripheral or incidental
      transactions.

      Response: We have, upon further reflection, decided to
      present our timber revenue and expense as separate items on the statement
      of operations. Additionally we have revised our policy footnote on page 35
      to specifically discuss Timber sales.

    2.

      Comment: Additionally, it appears from your revised
      disclosure that your policy decision on whether to present items gross or
      net is a matter of materiality. Please cite the authoritative literature
      you are relying on in support of this position or otherwise clarify your
      accounting policy as necessary.

1

      Response: We have removed any mention of materiality from
      our policy and are now presenting timber sales as gross.

    3.

      Comment: Finally, please briefly describe the nature of
      your involvement in timber sales, including the assets you own that
      contribute the timber, and how and when you generate these
sales.

      Response: The Company has about 70 acres of timberland
      associated with its Coleman Mine property upon which logging campaigns
      occur on a 10-15 year cycle. Logging operations will be conducted by
      hiring independent contractors to cut and haul the logs to local
      markets.

Closing Comments

In accordance with the Staff’s request, we acknowledge
that:

  The Company is responsible for the adequacy and accuracy of the disclosure
  in its filings with the Commission;
  Staff comments or changes to disclosure in response to Staff comments do
  not foreclose the Commission from taking any action with respect to the
  filings; and
  The Company may not assert Staff comments as a defense in any proceeding
  initiated by the Commission or any person under the federal securities laws of
  the United States.

We hope that our response adequately addresses the Staff’s
comments and respectfully request that the Staff advise us at its earliest
convenience if the Staff believes that any of the responses set forth in this
letter are incomplete or unsatisfactory or if the Staff has any further comments
on our filings.

Sincerely,

Fred W. Brackebusch
President

2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        February 6, 2008

Mr. Fred W. Brackebusch
President New Jersey Mining Company 89 Appleberg Road Kellogg, ID 83837
 Re: New Jersey Mining Company
  Form 10-KSB for Fiscal Year Ended December 31, 2006
Filed March 28, 2007
  Form 10-QSB for Fiscal Quarter Ended September 30, 2007
Filed November 13, 2007 Response Letter Dated January 10, 2008
  File No. 0-28837

 Dear Mr. Brackebusch:
We have reviewed your response letter and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    Form 10-KSB for the Fiscal Year Ended December 31, 2006

Statements of Operations, page 30

1. We note from your response to prior comment number two that you will expand your accounting policy footnote to indicate that “Other income and expense transactions are presented at net unless they are material, in which case they are separated as unique expense and revenue items.”  Please revise your proposed policy to reference, instead, your accounting policy with respect to timber sales and why you reflect them as net.  In this regard, we note from your response that these sales are not a normal part of your business but instead appear to be the result of peripheral or incidental transactions.

Mr. Fred W. Brackebusch
New Jersey Mining Company February 6, 2008 Page 2

 2. Additionally, it appears from your revised disclosure that your policy decision on whether to present items gross or net is a matter of materiality.  Please cite the authoritative literature you are relying on in support of this position or otherwise clarify your accounting policy as necessary.
 3. Finally, please briefly describe the nature of your involvement in timber sales, including the assets you own that contribute the timber, and how and when you generate these sales.

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to
provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   You may contact Jennifer O’Brien at (202) 551-3721 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3683 with any other questions.          S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f

CORRESP
1
filename1.htm

   Filed by Automated Filing Services Inc. (604) 609-0244 -

New Jersey Mining Company
P.O.
BOX 1019
KELLOGG, ID 83837
(208) 783-3331 [PHONE OR FAX]

December 19, 2007
Revised January 10, 2008

Jill S. Davis, Branch Chief
United States Securities and
Exchange Commission
Division of Corporation Finance
100 F Street, NE

Mail Stop 7010
Washington, D.C. 20549-7410

Dear Ms. Davis:

Following are responses to SEC comments on the Company’s 2006
Form 10-KSB filed March 28, 2007and 2007 Form 10QSB for Fiscal Quarter Ended
September 30, 2007 filed November 13, 2007 which were faxed to our office on
December 19, 2007. We have discussed our planned responses with internal staff
and with our auditors and submit the following responses: I believe we have
responded fully to the comments made by SEC. A marked filing of the proposed
revisions to the Form 10-KSB is included for reference.

Form 10-KSB Filed March 28, 2007

Report of Independent Registered Public Accounting firm,
page 27

    1.

      Comment: We note your auditors opine on the statements of
      operations, changes in stockholders’ equity and accumulated comprehensive
      income, and cash flows for the years ended December 31, 2005 and 2006.
      Please revise to obtain a report from your independent public accounting
      firm that refers also to the period from inception (July 18, 1996) through
      December 31, 2006 for the applicable financial statements.

      Response: We refer you to the following comment received
      by the Company from the SEC in a letter dated May 17,
  2005:

We note that you present the
cumulative results of operations, changes in stockholders’ equity and statements
of cash flows for the period from inception on July 18, 1996 to December 31,
2004 as audited. However, your auditors indicate in their report that they did
not audit the portion of those cumulative totals for the period from inception
on July 18, 1996 to December 31, 2002. Since there is no disclosure or labeling
to suggest the information related to the period from inception on July 18, 1996
to December 31, 2002, is unaudited, it will be necessary to amend your filing to
include the other auditor’s report, provided that auditor is willing to reissue
the opinion, or to otherwise label such information as unaudited until you are
able to make other arrangements. Please contact us,

1

along with you independent
auditors, to discuss the requested items above prior to submitting your
response.

As a result of this comment and
telephonic conversation with the SEC, the December 31, 2004 10KSB financial
statements were updated to present the statements of operations, changes in
stockholders’ equity and cash flows to label cumulative results as unaudited. In
addition, references to these statements were removed from the auditor’s report.

We have consistently presented this
information as “unaudited” and believe it still is correct to continue to do so.

Statement of Operations, page 30

    2.

      Comment: We note your presentation of timber sales as a
      net amount under Other income/expense. Please tell us why you believe it
      is appropriate to report your timber sales on a net basis instead of a
      gross basis and provide us with the gross amounts for all periods
      presented. If applicable, please add an accounting policy footnote for
      these types of transactions or tell us why you do not believe this
      disclosure is necessary.

      Response: We believe that it is appropriate to report
      Timber sales as a net amount under Other income/expense because it is not
      a normal part of our business and, typically, it is immaterial in amount.
      We have added an accounting policy footnote on page 35 to describe these
      types of transactions. Upon review of our figures, the 2005 reported
      amount was in fact gross income for timber revenue in 2005-$51,695, the
      accompanying expense $11,237 was included with General and Administrative
      expense. These amounts are 8.75% and 1.9% of net loss respectively. We
      have adjusted our Timber sales net amount and General and Administrative
      amounts to reflect the net Timber amount of $40,458 accordingly. In 2006
      Timber Sales was reported as a net amount {$800} in the other
      income/expense line. Gross amounts for 2006 were revenue $2,517 and
      expense $3,317. These amounts were 0.25% and 0.33% of net loss
      respectively.

Note 1. Description of Business, page 35

    3.

      Comment: We note your disclosure that “The Company has
      started minor production from high grade reserves located near the surface
      with the strategy to generate cash to be used for additional exploration
      to discover major mineral resources on its properties. The Company has not
      yet developed sufficient reserves to justify investment in a major mine,
      thus it remains in the development stage.” Based on this disclosure,
      please tell us why you believe it is appropriate to report revenue from
      the sales of gold and concentrate rather than Income earned during the
      development or exploration stage.

2

Response: We agree that the terminology
“Income earned during the development stage” is more appropriate and have
changed the statement of operations and revenue policy footnote accordingly.

Note 5. Mineral Properties, page 41

    4.

      Comment: We note the column entitled Deferred Costs in
      the table of mineral properties and deferred development costs. Please
      tell us and expand your footnote to explain the nature of the deferred
      costs and when they were incurred.

      Response: Upon further reflection, we determined that
      there is no distinction between Deferred Costs and Capitalized Development
      and we have combined these two columns as “Deferred Development” in the
      10KSB for 2006 and expanded our accounting policy footnote on page 37 to
      specifically identify deferred development costs.

Engineering Comments

Reserves, page 12

    5.

      Comment: We note that you have reported combined proven
      and probable reserve categories. Note that Industry Guide 7, provides that
      reserves may be combined as “proven and probable” only if proven and
      probable reserves cannot be readily segregated. Please separate your
      proven and probable reserves or include a statement that they cannot be
      readily segregated.

      Response: The proven and probably reserves cannot be
      readily separated. We have added a statement to this effect in the
      10KSB.

    6.

      Comment: We note that you have measured your proven and
      probable reserves using the year-end spot price of Gold. It is the staff’s
      position that reserves should be based on the following:

      A “final” or “bankable” feasibility study is required to
      meet the requirements to designate reserves under Industry Guide
  7.

      A historic three year average price is to be used in any
      reserve or cash flow analysis to designate reserves.

      To meet the “legal” part of the reserve definition, the
      primary environmental analysis or document should have been submitted to
      governmental authorities.

Please revise your reserve estimates
accordingly.

Response: We have revised our reserve
calculations using an historic three-year gold price as per your request.

3

Form 10-QSB for the Fiscal Quarter Ended September 30,
2007

Controls and Procedures, page 11

    7.

      Comment: You disclose that your “disclosure controls and
      procedures were effective as of September 30, 2007, in ensuring that all
      material information required to be filed in this quarterly report has
      been made known to them in a timely fashion.” Item 307 of Regulation S-B
      requires you to disclose your officer’s conclusions regarding the
      effectiveness of your disclosure controls and procedures as that term is
      defined in Rule 13a-15(e) of the Exchange Act. The definition in rule
      13a-15(e) is more comprehensive than that included in your disclosure.
      Specifically, the term disclosure controls and procedures also includes
      controls that are “…designed to ensure that information required to be
      disclosed by the issuer in the reports that it files or submits under the
      Act is recorded, processed, summarized and reported, within the time
      periods specified in the Commission’s rules and forms.” Your officer’s
      conclusion does not state whether your disclosure controls and procedures
      are effective at accomplishing these items. Please revise your officers
      conclusion in future filings to state whether you disclosure controls and
      procedures are effective at accomplishing all of the items included within
      the definition of disclosure controls and procedures as defined in Rule
      13a-15(e) of the Exchange Act.

      Response: We will, in future filings, state whether or
      not our disclosure controls and procedures are effective at accomplishing
      all of the items included within the definition of disclosure controls and
      procedures as defined in Rule 13a-15(e) of the Exchange
  Act.

Closing Comments

In accordance with the Staff’s request, we acknowledge that:

  The Company is responsible for the adequacy and accuracy of the disclosure
  in its filings with the Commission;
  Staff comments or changes to disclosure in response to Staff comments do
  not foreclose the Commission from taking any action with respect to the
  filings; and
  The Company may not assert Staff comments as a defense in any proceeding
  initiated by the Commission or any person under the federal securities laws of
  the United States.

We hope that our response adequately addresses the Staff’s
comments and respectfully request that the Staff advise us at its earliest
convenience if the Staff believes that any of the responses set forth in this
letter are incomplete or unsatisfactory or if the Staff has any further comments
on our filings.

Sincerely,

Fred W. Brackebusch
 President

4

CORRESP
1
filename1.htm

 P.O. BOX 1019

  KELLOGG, ID 83837

  (208) 783-3331 [PHONE OR FAX]

 December 21, 2007

Jill S. Davis, Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 7010

  Washington, D.C. 20549-7410

Dear Ms. Davis:

We are in receipt of your fax transmission containing comments on the Company’s Form 10-KSB for the fiscal year ended 12/31/06 and Form 10-QSB for the fiscal quarter ended 9/30/07.

As discussed by telephone on the morning of December 20th we will respond to the comments by January 11, 2008.

Sincerely,

Fred W. Brackebusch, President

   P.O. Box 1019  ♦  Kellogg, Idaho 83837  ♦  Phone (208) 783-1032
     ♦  www.newjerseymining.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        December 19, 2007

Mr. Fred W. Brackebusch
President New Jersey Mining Company 89 Appleberg Road Kellogg, ID 83837
 Re: New Jersey Mining Company
  Form 10-KSB for Fiscal Year Ended December 31, 2006
Filed March 28, 2007
  Form 10-QSB for Fiscal Quarter Ended September 30, 2007
Filed November 13, 2007 File No. 0-28837

 Dear Mr. Brackebusch:
We have reviewed your filings and have the following comments.  We have
limited our review of your filings to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Fred W. Brackebusch
New Jersey Mining Company
December 19, 2007 Page 2

Form 10-KSB for the Fiscal Year Ended December 31, 2006
 Report of Independent Registered Public Accounting Firm, page 27

 1. We note your auditors opine on the statements of operations, changes in stockholders’ equity and accumulated comprehensive income, and cash flows for the years ended December 31, 2005 and 2006.  Please revise to obtain a report from your independent public accounting firm that refers also to the period from inception (July 18, 1996) through December 31, 2006 for the applicable financial statements.
 Statements of Operations, page 30

 2. We note your presentation of timber sales as a net amount under Other income/expense.  Please tell us why you believe it is appropriate to report your timber sales on a net basis instead of a gross basis and provide us with the gross amounts for all periods presented.  If applicable, please add an accounting policy footnote for these types of transactions or tell us why you do not believe this disclosure is necessary.
 Note 1. Description of Business, page 35

 3. We note your disclosure that “The Company has started minor production from high grade reserves located near the surface with the strategy to generate cash to be used for additional exploration to discover major mineral resources on its properties.  The Company has not yet developed sufficient reserves to justify investment in a major mine, thus it remains in the development stage.”  Based on this disclosure, please tell us why believe it is appropriate to report revenue from the sales of gold and concentrate rather than Income earned during the development or exploration stage.
   Note 5. Mineral Properties, page 41

 4. We note the column entitled Deferred Costs in the table of mineral properties and deferred development costs.  Please tell us and expand your footnote to explain the nature of these deferred costs and when they were incurred.

Mr. Fred W. Brackebusch
New Jersey Mining Company
December 19, 2007 Page 3

Engineering Comments
 Reserves, page 12

 5. We note that you have reported combined proven and probable reserve categories.  Note that Industry Guide 7, provides that reserves may be combined as "proven and probable" only if proven and probable re serves cannot be readily segregated.
Please separate your proven and probable reserves or include a statement that they cannot be readily segregated.
 6. We note that you have measured your proven and probable reserves using the year-end spot price of gold.   It is the staff’s position that reserves should be based on the following:

• A “final” or “bankable” feasibility study is required to meet the requirements to designate reserves under Industry Guide 7.

• A historic three year average price is to be used in any reserve or cash flow analysis to designate reserves.

• To meet the “legal” part of the reserve definition, the primary environmental analysis or document should have been submitted to governmental authorities.

Please revise your reserve estimates accordingly.
 Form 10-QSB for the Fiscal Quarter Ended September 30, 2007

 Controls and Procedures, page 11

 7. You disclose that your “disclosure controls and procedures were effective as of September 30, 2007, in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion.”  Item 307 of Regulation S-B requires you to disclose your officer’s conclusions regarding the effectiveness of your disclosure controls and procedures as that term is defined in Rule 13a-15(e) of the Exchange Act.  The definition in Rule 13a-15(e) is more comprehensive than that included in your disclosure.  Specifically, the term disclosure controls and procedures also includes controls that are “…designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.”  Your officer’s conclusion does not state whether your

Mr. Fred W. Brackebusch
New Jersey Mining Company
December 19, 2007 Page 4

disclosure controls and procedures are effective at accomplishing these items.  Please revise your officer’s conclusion in future filings to state whether your disclosure controls and procedures are effective at accomplishing all of the items included within the definition of disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act.
 Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.    You may contact Jennifer O’Brien at (202) 551-3721 if you have questions regarding comments on the financial statements and related matters.  You may contact

Mr. Fred W. Brackebusch
New Jersey Mining Company December 19, 2007 Page 5

George K. Schuler, Mining Engineer, at (202) 551-3718 with questions about
engineering comments.  Please contact me at (202) 551-3683 with any other questions.          S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f

June 13, 2005

Mr. Fred W. Brackebusch
President, Treasurer and Director
New Jersey Mining Company
88 Appleberg Road
Kellogg, Idaho  83837

 Re: New Jersey Mining Company
  Forms 10-KSB and 10-KSB/A for Fiscal Year Ended December
31, 2004
  Filed March 30, 2005 and June 3, 2005
      Form 10-QSB for Fiscal Quarter Ended March 31, 2005
      Filed May 16, 2005
  File No. 0-28837

Dear Mr. Brackebusch:

      We have completed our review of your Forms 10-KSB, 10-KSB/A
and
related filings and do not, at this time, have any further
comments.

       Sincerely,

       Karl F. Hiller
       Branch Chief

cc: Karl F. Hiller, Branch Chief
 Regina Balderas, Staff Accountant
 George K. Schuler, Mining Engineer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
							May 17, 2005

via facsimile and U.S. mail

Mr. Fred W. Brackebusch
President, Treasurer and Director
New Jersey Mining Company
88 Appleberg Road
Kellogg, Idaho

	Re:	New Jersey Mining Company
		Form 10-KSB, Filed March 30, 2005
		Form 10-QSB, Filed May 16, 2005
		File No. 0-28837

Dear Mr. Brackebusch:

      We have reviewed the above filings and have the following
accounting and engineering comments.  We have limited our review
to
the areas commented on below.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

10-KSB for the year ended December 31, 2004

Report of Independent Registered Public Accounting Firm, page 24

1. We note that you present the cumulative results of operations,
changes in stockholders` equity and statements of cash flows for
the
period from inception on July 18, 1996 to December 31, 2004 as
audited.  However, your auditors indicate in their report that
they
did not audit the portion of those cumulative totals for the
period
from inception on July 18, 1996 to December 31, 2002.  Since there
is
no disclosure or labeling to suggest the information related to
the
period from inception on July 18, 1996 to December 31, 2002 is
unaudited, it will be necessary to amend your filing to include
the
other auditor`s report, provided that auditor is willing to
reissue
the opinion, or to otherwise label such information as unaudited
until you are able to make other arrangements.  Please contact us,
along with your independent auditors, to discuss the requested
items
above prior to submitting your response.

Statement of Changes in Stockholders` Equity, page 28

2. With regard to transaction reflected in the line item "Issuance
of
common stock for services" during the year ended December 31,
1999,
tell us the reasons there was no change in the common stock amount
pertaining to the 79,300 shares issued.

Statements of Cash Flows, page 30

3. Under paragraph 14 of SFAS 95 you are required to classify cash
receipts and cash payments as resulting from investing, financing,
or
operating activities.  As such, please revise your statement of
cash
flows to classify in the appropriate sections the amounts included
in
the line item "cash of acquired companies" for the period from
inception on July 18, 1996, through December 31, 2004.

Exhibit 31.1

4. We note the certification you provide appears to be
inconsistent
with the requirements of Item 601(b)(31) of Regulation S-B.
Please
revise paragraph 5 of the certification to read "based on my most
recent evaluation of internal control over financial reporting,"
if
this would properly reflect the nature of the evaluation that you
performed.

Engineering Comments

General

5. Insert a small-scale map showing the location, transportation
corridors, and access to the properties.  Note that SEC`s EDGAR
program now accepts digital maps, so please include these in any
future amendments that are uploaded to EDGAR.  It is relatively
easy
to include automatic links at the appropriate locations within the
document to GIF or JPEG files, which will allow the figures and/or
diagrams to appear in the right location when the document is
viewed
on the Internet.  For more information, please consult the EDGAR
manual, and for additional assistance, please call Filer Support
at
202-942-8900.  Otherwise, provide the map to the staff for review.

6. The filing refers to mines and other mineral properties that
exist
in the area of the property.  This may allow investors to infer
that
the company`s property may have commercial mineralization, because
of
its proximity to these mines and properties.  Remove information
about mines, prospects, or companies operating in or near to the
property.  Focus the disclosure on the company`s property.

7. To the extent that the web site contains disclosure about
adjacent
or other properties on which the company has no right to explore
or
mine, include the following language along with the following
cautionary note, including the bolding and indenting:

"This web site also contains information about adjacent properties
on
which we have no right to explore or mine.  We advise U.S.
investors
that the SEC`s mining guidelines strictly prohibit information of
this type in documents filed with the SEC.  U.S. investors are
cautioned that mineral deposits on adjacent properties are not
indicative of mineral deposits on our properties."

8. Since the cutoff grade concept is important to understanding
the
potential of the mineral properties, disclose the "cutoff" grade
or
tenor used to define the reserves.  In establishing this cut-off
grade, disclose the operating parameters and assumptions that
realistically reflect the location, deposit scale, continuity,
assumed mining method, metallurgical processes, costs, and
reasonable
metal prices.

Golden Chest, page 14
Present Condition and Work Completed on the Property, page 15

9. The third paragraph of the section refers to material within a
preliminary pit design constructed using a $ 500/oz. gold price.
However, the spot price of gold has not reached the $500 level for
a
considerable amount of time and Industry Guide 7 requires that the
reserves be economic and legally accessible at the time of the
reserve determination.  Revise this disclosure using more recent
cost
estimates and historical prices.  The staff believes that the
historic three-year average price is more appropriate.
It is the staffs` position that proven or probable "reserves" for
a
mineral property cannot be designated unless:

* Competent professional engineers conduct a detailed engineering
and
economic feasibility study, and the study demonstrates that a
mineral
deposit can be mined at a commercial rate and a profit made. This
is
the "final" or "bankable" feasibility study that is required to
meet
the requirements to designate reserves under Industry Guide 7.
* An appropriate historic metal price such as the historic three-
year
average price is used in any reserve or cash flow analysis to
designate reserves.
* The company has demonstrated that the mineral property will
receive
its governmental permits, and the primary environmental document
has
been filed with the appropriate governmental authorities.

Industry Guide 7 can be reviewed on the Internet at:
www.sec.gov/divisions/corpfin /forms/industry.htm#secguide7
Silver Button Prospect, page 18

10. As a general checklist, when reporting the results of sampling
and chemical analyses:
* Disclose only weighed-average sample analyses associated with a
measured length or a substantial volume.
* Eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
* Eliminate all disclosure of the highest values or grades of
sample
sets.
* Eliminate grades disclosed as "up to" or "as high as."
* Eliminate statements containing grade and/or sample-width
ranges.
* Aggregated sample values from related locations should be
aggregated based on a weighted average of lengths of the samples.
* Generally, use tables to improve readability of sample and
drilling
data.
* Soil samples may be disclosed as a weighted average value over
some
area.
* Refrain from reporting single soil sample values.
* Convert all ppb quantities to ppm quantities for disclosure.
      Revise the text accordingly.

Closing Comments

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to the company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filing; and

	the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Regina Balderas, Staff Accountant, at (202)
942-7768 or, in her absence, Karl Hiller at (202) 942-1981 if you
have questions regarding comments on the financial statements and
related matters.  Direct questions relating to the engineering
issues
to George K. Schuler, Mining Engineer, at (202) 824-5527.  Direct
questions relating to all other disclosure issues to the
undersigned
at (202) 942-1870.  Direct all correspondence to the following ZIP
code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

??

??

??

??

New Jersey Mining Company
May 17, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>